Just Friends
by sarcain
Summary: What if Lana dies instead of Clark's dad? Chloe helps Clark through his hard times.
1. Chapter 1

CHAPTER 1

"Clark!" Lana called out, seeing her boyfriend crossing the street. He was hard to miss in his jeans and customary flannel shirt. It was the first time she had seen him in a couple of days. It was almost like he was avoiding her.

Clark looked back over his shoulder and saw Lana looking both ways, gauging the traffic. Her hair was caught up in a red scarf, the color matching her shirt. The shirt was one of those frilly things that she wore that made her look like a delicate flower. Clark's eyes continued down to her legs, which were covered in denim.

"God she's beautiful" he murmured to himself as she started across the street. His heart clenched in his chest as he thought of what he had to do. He had been putting it off for the past few days, but the time had come. He had to tell her.

"Hey" she said, putting her hands into her pockets as she stopped in front of him. She was close enough for him to smell her and it almost brought him to his knees. "Where have you been lately?" she asked him with that self-conscious smile of hers.

"Around" he answered distantly, shrugging his shoulders.

He wouldn't meet her eyes.

Lana's heart started to beat faster as different scenarios played through her mind. He couldn't be cheating on her. He was too good for that. He isn't sick; he just got out of the hospital and is fine. He could be tired of me though, she thought in panic. Or he is going to tell me his secrets.

She wasn't sure which one scared her more.

"Listen, Lana, we have to talk" Clark said determinedly.

"I kind of figured you would say something like that Clark" Lana said, swallowing a lump in her throat. "We could go to my place" she continued, waving her hand in the general direction of the Talon.

Clark followed the movement of her arm with his eyes. He tried to memorize the grace she used. His eyes lifted then lingered on her face. He saw the questions in her face and sighed.

"That would be fine Lana" he answered quietly. His hand went to her elbow to lead her back across the street. He couldn't stop himself from walking closer than he needed to.

Usually the crowd at the Talon filled Lana with pride. Now she just wanted to scream at them all to leave. Didn't they realize that her world was being flipped upside down?

"Lana?" Clark whispered into her ear. She jumped a little. She had been standing in the doorway glaring at the costumers. She laughed nervously and walked towards the stairs. Clark followed, his hand no longer touching her. She missed the contact.

When they reached her door she took out her keys to unlock it. She hadn't been aware that her hands were shaking until she couldn't manage to put the key into the lock.

Clark noticed her problem and, jaw clenched, took the keys from her hand. She stepped back and he unlocked the door.

She brushed up against him as he held the door open for her to go in. He gasped at the feeling of her, knowing that it was probably the last time he would experience that sensation.

He walked into the room and looked around, taking in the comfortable environment she had made for herself. His eyes went to where they had lost their virginities together. Lana followed his gaze and blushed. Her breathing quickened. Or had it been like that since she had approached him?

"So, what did you want to talk about?" Lana asked, forcing cheeriness into her voice. It came out sounding as forced as it was.

She could see the sadness in his eyes. It forced her heart to beat faster. Or had it slowed down from before? Her lungs felt constricted and she was having a hard time breathing.

"Oh God" Lana said, as she took deep gasping breaths. She put a hand to her chest and sat. Clark knelt down in front of her and looked into her face.

"What is it Lana?" he asked, concern coloring his voice.

"I… think…I'm…having…a panic…attack" she said in between gasps. Clark stared at her intently for a few seconds. His glare made her feel like he was trying to see through her clothes. "Cl…ark" she gasped, clutching her throat now.

That last thing she saw was Clark sweeping her into his arms and running. Running _fast_. Then everything went black.

Clark felt her body go limp in his arms and ran faster. He could feel the cement giving way under his feet, but he didn't care.

He was at the hospital in seconds and slowed to a jog. He entered the all too familiar emergency room and his eyes frantically searched for a nurse or doctor.

"Somebody, help" he yelled. A young nurse came out of a room and rushed forward when she saw Clark. She pressed an emergency call button in the nurse's station before directing Clark to a free gurney.

"Put her there" she said, checking her vitals as he laid her down. People started rushing out and surrounded Lana, pushing Clark back. He only caught snippets of their words as the wheeled her away quickly.

"She's not breathi….."

"Her pulse is weak, onl…"

"What happened to her?" Clark blinked. The last thing was said to him by a nurse. "Well?" she said impatiently.

"I don't know" Clark answered, shaking his head. "She had a hard time breathing and…She said something about a panic attack" Clark took a deep breath and covered his face with his hands. "Then she just…she just collapsed" he ended in a sob.

The nurse continued to ask him questions for, what seemed like, forever.

_Does she have a history of panic attacks?_

_Is she allergic to anything?_

_Has she been hospitalized recently?_

All of his answers were no. She had gotten scraped up during the meteor shower, but had recovered perfectly. Not even a limp.

Just then a doctor approached them, rubbing the back of his neck wearily. Clark knew then, what he would say.

"Mr. Kent?" he said quietly. "I am Dr. Bergman. I am very sorry to say that Miss Lang did not make it"

"Clark?"

The voice barely penetrated the fog of grief that surrounded Clark. He was sitting in the loft with his head in his hands. He had been there for hours, and had only stopped crying half an hour ago.

After he had gotten the news of Lana's death he had crashed. He vaguely remembered his parents coming and bringing him home. They had tried to comfort him, but he had gone directly into the loft.

"I would be sore now if I was human" he said, his voice gravelly from his tears. He didn't look up. He didn't have to. It was Chloe, he had known as soon as she had entered the barn. He had been expecting her.

"Clark, honey?" she inquired softly. Her tenderness nearly undid him. He felt a light touch on his shoulder and looked up. She was standing next to him, her eyes filled with compassion and her own grief.

"I didn't think you would be here for another hour or so. How fast were you going?" he said mundanely.

"Not any faster than 110, I swear" she answered, smiling softly and raising her left hand in the air.

Clark chuckled. Then his laughter turned into sobs. Chloe took him into her arms and held him as he wept.

Tears slid unnoticed down her own cheeks. Chloe couldn't believe that Lana was gone. She was like a sister to her. Had been.

Guilt crushed her insides. Her friend was dead, but she couldn't help but love the feeling of Clark in her arms. What kind of person was she?

She stroked her hand up his back and murmured soothing words to him as he cried. It dind't matter what she felt inside, she would be Clarks friend right now. She had almost gotten used to that role by now.

"It's my fault" Clark whispered brokenly. "This was Jor-El's price"

Chloe gasped in understanding, her arms tightening convulsively around Clark.

He buried his head into her shoulder, feeling as though he would never let go. Chloe understands. She had always understood.


	2. Chapter 2

AUTHOR'S NOTE: I have heard horror stories about 'clana' fans that got upset about supposed Lana bashing. I hope everyone understood my first chapter, and that I meant it as a non-insulting way to get rid of the character and open Clark to new relationships. That is a compliment to Lana, not an insult. I had to kill her to make it believable that Clark would move on.

CHAPTER 2

The funeral was well attended. It took place at the Talon, where Lana had spent so much time. Most people from Smallville were there to show their respects for the girl that had run the local coffee shop.

Everyone talked to each other during the wake, exchanging memories of good times. There was laughter mixed in with the tears. Lana's aunt was only slightly melodramatic throughout the affair and everyone remembered it as touching and respectful.

There were three people that didn't share their emotions with the others. Two of them sat together, quietly holding hands. The other stayed on the fringes of the crowd, suffering his grief privately.

"Clark? Chloe? Its time to leave now" Martha said softly, walking up to the pair. She was struck by how handsome a pair they made.

Clark was wearing a dark suit that emphasized the breadth of his shoulders, his hair combed nicely.

Chloe was wearing a black dress that came to just above her knees. Her legs were covered in black nylon, accenting their shape. The dress wasn't tight, but it wasn't a bag either so it showed her figure. Her hair was tied back into a knot, showing off her face and neck more.

The contrast between their colorings was striking. Chloe's blond hair looked almost angelic next to Clark's dark. But the grief in their faces made them a matching set.

They looked up at Martha at the same time, not letting go of each other's hand. They look like shipwreck survivors clinging to each other for survival, Martha thought to herself. She felt a rush of gratitude to Chloe for being there for Clark.

"Coming mom" Clark answered.

He took his hand from Chloe's and put it at the small of her back, leading her over to Lana's aunt Nell. Martha followed.

"Nell" Clark said softly from behind the woman, to get her attention.

"Oh Clark, Chloe" Nell said, tears welling up in her eyes as she saw them. "Thank you for coming. You two were Lana's best friends and…I…I'm glad you're here" she finished, starting to cry again, covering her face with a handkerchief.

Clark's face spasmed with guilt. He felt like a monster.

Chloe took his free hand in hers and squeezed. Their eyes met, hers silently communicating solace. Clark squeezed back and relaxed a little.

Nell noticed the exchange and smiled.

"Its good that you two can be there for each other. I know Lana wouldn't want you to be in pain" she said kindly before speaking to some of the other people in the Talon.

Clark and Chloe walked out together.

"They're so isolated from everyone" Jonathan said to Martha, walking up as she watched the two leave. "Its not good for them"

"They need time to heal" Martha replied. Jonathan sighed.

"You're probably right" he kissed Martha on the forehead and they joined Clark and Chloe at the truck.

* * *

Lex left soon after the Kents did. He had watched Clark cozy up to Chloe all afternoon and was filled with rage.

Lana had loved him, and he didn't even wait until after the funeral to start up with someone else. Someone that knew all his secrets. That had been something that Lana could not boast.

She had been in the dark with Clark, just as Lex was.

But she had trusted Clark so completely. He could still remember how she had stormed into his office with Clark's lab results. She had been trying to convince herself as much as him.

Lex knew that Clark had something to do with Lana's death. Clark had been with her when she collapsed. Clark hadn't had any answers to explain what had happened.

All Lex knew was that he could see guilt in Clark's eyes. That was enough to make Lex want to crush him.

* * *

"Chloe!"

Chloe turned in surprise as she heard her cousin's voice coming from the Kent's front porch. Lois was running toward her.

The two hugged each other tightly before letting go. Lois looked Chloe up and down before speaking.

"I just got in or I would have gone to the funeral with you." Lois said. "It wasn't too bad was it?" she asked.

"It would have been worse without Clark there" Chloe smile sadly at Lois.

At the mention of his name Clark came forward, once again taking Chloe's hand. Chloe turned and looked into Clark's eyes for a second before turning back to her cousin. The look was meaningful enough for Lois to notice. Her eyebrows rose, but she didn't comment.

She would comment when she had Chloe alone.

"How you holding up farm boy?" Lois asked Clark with a sympathetic look.

"I'm holding" he answered. His eyes were haunted.

Lois had to resist the urge to rock him in her arms and tell him everything would be okay. Something about Clark like this brought out her maternal side. It was probably because he looked like a lost little boy. He was vulnerable.

"I suppose you would think I was crazy if I tried to comfort you" Lois said bluntly, a sardonic tone to her voice. Clark's lips twitched into a smile.

"Probably" he agreed.

Lois chuckled and punched him lightly on the arm. She then moved to greet his parents. As they exchanged hugs, Clark tugged Chloe with him into the loft.

"I need to be alone for a while" he answered to her inquiring look.

Hurt flashed into her eyes for a second before she masked it. She tried to pull her hand from his to join Lois and the Kents but he tightened his grip.

"I didn't mean you" he said, pulling her behind him.

"Oh" Chloe said, following him with a small smile playing on her lips. The smile dropped as guilt flooded her. It was Lana's funeral today! She shouldn't be happy about being close to Clark. She should be grieving.

They entered the barn and walked up the stairs to the loft. Clark finally released her hand and stood next to his telescope. He looked out of the large window as Chloe sat and watched him.

"Don't start blaming yourself again Clark" Chloe said quietly. Clark sighed and shook his head.

"I can't help it" he whispered.

"We talked about this already Clark. If you had listened to Jor-el before than Lana wouldn't have lived past that day" Chloe paused, standing up and putting her hand on Clark's shoulder. "You gave her an extra month Clark…..You loved her in that month"

Clark turned quickly to Chloe, his gaze fierce. His movement had dislodged her hand.

"Not in those last minutes Chloe. She _knew_ I was going to end it. That was what she _died_ knowing" he ended, clenching his fists and pressing them to his forehead.

"Oh, Clark" Chloe said softly, not touching him. "You're really stupid sometimes you know"

Clark lowered his fists and looked at her incredulously.

"Do you really think she wasted her last moments thinking about _that_?" A low chuckle escaped her. "She was probably too busy thinking that you could run _really_ fast" she finished.

Clark blinked. He hadn't thought of that. He scratched his head.

"That isn't too much better" he said defensively.

Chloe couldn't resist cupping his face in her hands. She searched his eyes for a minute then smiled.

"You know better Kent" she said.

Clark's face crumbled into tears and he burrowed his face into her neck. She wrapped her arms around him.

"Never leave me Chloe" Clark sobbed out. "I can't make it without you here. I _need_ you"

"You'll get passed this Clark" Chloe answered. "I know that is hard to believe right n…"

"No!" Clark interrupted quickly. He lifted his head and pierced her with his gaze. "You are the only one that I can talk to Chloe. The only one _I know_ will understand" He paused. "Promise me" he demanded.

"I promise Clark. I'll never leave you. You will always be able to talk to me" she answered.

He tightened his hold on her and sat, bringing her along. He sat her on his lap so they could continue to hug despite her height. Her skirt hiked up with the change and Clark gently pulled the hem down, covering her.

Chloe cuddled up to him and they relaxed against the couch. His hand stroked over her hair, releasing it from its knot.

"Thanks" she said. "That was a headache waiting to happen" she said lightly, her chest tight from the tenderness he was showing her. Clark remained silent there until she fell asleep in his arms.

"I'll protect you Chloe" he whispered into the silence.


	3. Chapter 3

CHAPTER 3

"Guys?" Lois called from the foot of loft stairs. "Its time for supp…" she trailed off as she saw Clark and Chloe sleeping on the couch.

Chloe was sitting on Clarks lap with her feet on the couch. Her head was nestled on his shoulder and her arms around his neck. Clark had one arm around her waist and the other on her knees. His head was balanced on hers.

Lois' eyebrows rose bought she kept her comments to herself. She would have a chat with Kent later.

"Guys!" she said again, loud enough to wake them this time.

Clark's head raised slowly, his eyes opening. He came wide awake quickly and wasn't disoriented at all.

Chloe couldn't say the same. Her head popped up and she yawned largely.

"Wha…" she said, stretching her arms over her head.

"Supper" Clark answered into her ear. Chloe jumped a little and looked at him. He didn't let her go.

"We fell asleep" she said. Clark smiled and kissed her on the top of the head. He stood up, lowering her to the ground gently.

"We should go in" he said, taking Chloe's hand and going down the steps.

Lois' eyes narrowed at their backs. She followed with a determined look on her face.

-----------

"Lex, you can't do this to yourself anymore" Lionel Luther said from the doorway of Lex's office.

The younger man was wearing a rumpled suit and frantically typing on his computer. He had been like that for hours. Ever since coming back from Lana Lang's funeral.

"Don't bother me now father" Lex answered without looking up or stopping.

"Collapsing of exhaustion won't bring the Lang girl back son" Lionel said, a concerned look on his face.

Lex looked up in anger.

"Save the concerned father act, _dad_. I'm not buying it" he looked back at his computer and resumed tying. "I'm not trying to bring Lana back. I'm trying to punish the person responsible for her death" he continued bluntly, his voice flat and dead to Lionel's ears.

"You don't mean the Kent boy do you?" Lionel asked with suspicion.

Lex looked up, tilting his head in question. He pushed back his chair and walked around his desk, standing next to his father.

"Why would you assume I meant Clark?" he asked.

"Isn't it always Clark?" Lionel laughed with a knowing look on his face.

Lex's gaze faltered then held. Lionel coughed then smiled condescendingly to Lex.

"You tend to get out of hand when it comes to him. You have to admit it Lex"

"I don't have to admit anything" Lex retorted fiercely. "If I seem to…question his _stories_ more than others, you seem to be more protective of him" Lex said with small smile. "Why is that?" he asked with a quirk of his head.

"Lex, my boy. I was close to his mother" he explained with an answering smile. "No other reason"

Lex looked Lionel up and down with an appraising look, than nodded.

"Whatever you say father"

---------

It was late afternoon the next day before Lois caught Clark alone.

The Kent's and Chloe had gone into town to get some groceries. It was the first time that Clark had let Chloe be more than half a mile from him.

"So, farm boy" Lois said as she cornered him in the kitchen.

Clark had been making himself a sandwich when she spotted him. He looked up now and sighed.

"What is it Lois?" he asked rubbing his neck, his eyes closing in preparation for whatever annoying thing she would say.

"I want you to leave Chloe alone" Lois ordered. Clark's eyes snapped open. "Using her to get through your grief is really lo…"

"You don't know what you're talking about" Clark interrupted.

"You will only hurt her Clark" Lois said determinedly.

"I would never hurt Chloe!" Clark gritted out between clenched teeth.

"You know how she feels about you" Lois said, exasperated. "How can she not get hurt when you toy with her?"

"Toy with her!" Clark repeated angrily.

"Holding her hand all the time, having her _sit on your lap_" Lois returned. "How could she not see something into that?"

"Why don't you…."

Clark was cut off by the sound of the truck pulling up in the drive. They both looked towards the sound. Clark took a deep breath and turned back to Lois.

"I'm going to do you a favor by not mentioning this conversation to Chloe" Clark told her before heading to the truck to help unload the bags.

Lois swore before going after him.

"Clark!" Chloe cried out when she saw him.

Clark took her into his arms and hugged her tightly before letting go and kissing her on the forehead.

Martha and Jonathan exchanged amused looks.

"You'd think they had been separated for months instead of an hour" Jonathan said lightly, crating a few bags into the house.

Clark blushed and Chloe laughed self-consciously.

"Here" Martha said, handing some bags to Clark to haul in. He took them with a smile. Chloe started to take some too, but Clark stopped her.

"You two can head in" he said. "I'll get the rest" He walked into the house before they could answer, passing Lois without looking at her.

"Whatever you say son" she said with a smile, moving toward the door. Chloe laughed, grabbing Lois' arm as she followed.

----------

Chloe was settling in for the night when Lois spoke up.

"Chloe?" she said into the dark.

They were both in Clark's room, Lois sleeping on a cot while Chloe had the bed.

"If you're going to ask for the bed again, you can forget it" Chloe said into her pillow. She wouldn't give up Clark's bed. Not when she could still kind of smell him on it. Or was that the smell she carried around with her now. They were always hugging, so it was possible.

"I'm not going to ask for the bed" Lois said with a smirk. "I just want to know if you're okay with Clark"

"What?" Chloe asked with a surprised look on her face. "Why wouldn't I be okay with Clark?"

"Chloe, I see him with you. Are you really going to tell me that it doesn't affect you?" Lois continued when Chloe didn't answer. "All the…_touching_. He's using you!"

"Lois, don't" Chloe said sternly. "If he's using me, than I'm using him too"

"But you'll get hurt" Lois insisted.

"Clark wouldn't hurt me" Chloe said confidently.

"That's what _he_ said" Lois grumbled.

"What do you mean, _that's what he said_? You talked to _him_ about this?" Chloe shrieked, sitting up in bed.

"Don't freak o…"

"I can't believe you would embarrass me like that" Chloe interrupted in a harsh whisper.

"He looked too pissed off at me to think about you be embarrassed" Lois said, trying to comfort Chloe. "I'm pretty sure he was about to tell me off when you guys showed up and interrupted us"

Chloe couldn't help but giggle at the thought of Clark swearing. Clark never did that.

"I know, funny huh?" Lois chuckled. Chloe burst out laughing. "I almost wish you guys would have given him the chance. He probably would have told me to… go fly… a kite" Lois continued, in between belly laughs.

Tears rolled down Chloe's cheeks as she really laughed for the first time since hearing about Lana's death.

"Quiet in there" Jonathan said, banging his fist lightly on their door.

The girls sucked in their breath for a second before it burst out again. Their laughter echoed through the house.

Clark smiled from where he lay on the couch. Hearing Chloe laugh was almost worth the nuisance of having Lois there. Almost.


	4. Chapter 4

CHAPTER 4

3 Months later…

Chloe was sitting in her apartment in Metropolis. It was dark outside and only the light of a lamp and her computer gave off any light. She was working on an article for her journalism class and it was coming out smoothly.

She was wearing a comfortable pair of shorts that she had had for years. They were red and short, showing off her shapely legs. Her feet were bare and curled up next to her on her small couch. She was wearing a threadbare t-shirt that she had stolen from Clark. It had the words Smallville University printed on it in big bold red letters. Her hair had grown out in the past few months and she had it clipped up behind her head. Wisps of it framed her face and she blew the strands away with pursed lips, not wanting to interrupt her typing by using her hands.

The clock on the wall across from her beeped once to let her know that it was 9:00 p.m. She sighed and pushed up from her seat, leaving her laptop behind on the soft cushions. Just as she was making her way across the room the phone rang. Chloe smiled as she reached to pick up the cordless.

"Hi Clark" Chloe said into the phone as she kept moving into her small kitchen. It was open and connected to her living room.

"Been home for a while?" Clark asked into the phone, not bothering to give a formal greeting.

"Since before it was dark" Chloe reassured him calmly. She opened the fridge and scanned the contents, noting to herself the need to shop. "You have to stop worrying about me Clark. I'm fine"

"With all the muggings that have been happening in Metropolis lately, you really expect me not to worry?" Clark asked lightly, a smile curving his lips.

"No. I _wish_ you wouldn't though" Chloe smirked back.

"I'll calm down once everything there settles again" he said.

"Which will hopefully be soon" Chloe sighed into the phone. She was getting tired of the phone calls. He never phoned this much before. If it took muggings to get his attention, she didn't want it.

"Getting tired of me?" Clark joked.

"Yes!" Chloe answered. "How am I supposed to go on a date, when every time I miss a call you come running from Smallville?"

"I need to know that you're safe Chloe. You know that" Clark bit out, tired of this argument.

"You'll know when I'm not safe Clark. If you can hear me say good night to you from metropolis, then you can hear me screaming for help"

"But I might be too late to do anything to help" Clark insisted desperately. "Its better if you don't take any chances"

"Better for whom?" she muttered. But Clark heard her.

"For both of us. Unless you would rather get raped in an alley somewhere" Clark snapped. He hung up the phone in anger.

Chloe stood there for a few seconds listening to dial tone and cursing herself. She knew that he only wanted her safe, but it was stifling some times. He was always so protective of her. It was like she was his little sister.

Chloe sighed at the thought. They had gotten closer after Lana's death, but it had been purely platonic. They were still just friends.


	5. Chapter 5

**Chapter 5: Chapter 5**

AUTHOR'S NOTE: Sorry that its taking so long, but my computer is busted and I need to write this up at school. That doesn't leave too much time. Thanx for all the great feedback, keep it coming. I have three stories going and I update based on demand. The more the reviews, the faster I update. I thrive under pressure, lol.

CHAPTER 5

Clark was in the loft. The stars shined from out his window and he stood there looking out at them pensively. He was wearing jeans and a flannel work shirt. It was hanging open to reveal a white undershirt that molded to the muscles in his chest. A light breeze came through the window and ruffled his short hair. He had cut it a few weeks ago when it had started brushing his collar.

"_Goodnight Clark_" the words were faint and from a distance. He wouldn't have heard them if he hadn't been listening for her voice. But he was listening; he always did.

He sighed then and ran a hand over his face. God, he was frustrated. She always started up on him. He couldn't understand why she was upset; he only wanted her to be safe. She _knew_ that, _knew_ why. Memories started to flood his head.

"_**My classes start next week" Chloe said softly.**_

_**She was sitting on the steps leading up to the Kent house. She was wearing loose jeans and a t-shirt, with her hair pulled up into a stubby pony tail. There was color in her cheeks from the workout she got from helping Martha inside.**_

_**Clark was standing a few feet away from her, his clothes dirty from doing his chores. He hadn't given her a hug hello because of that dirt. And because he knew that he had to get used to it.**_

_**She had been staying with them for almost a month now and they still hadn't talked about her leaving. Clark had always known that she would be going back to Metropolis for school; that this…situation was only for the summer. She had left her apartment to be here, but it was there waiting for her return.**_

"_**Yeah. I figure we can drive out there, get you settled in, and then I can run back" Clark said nonchalantly without looking at her.**_

_**Chloe looked up at him and frowned. She stood up and walked over to him, but he still didn't turn to her. Putting her hand on his cheek, she made him meet her gaze.**_

"_**I don't have to go" she said softly with concern coloring her voice. Clark smiled sadly as he shook his head.**_

"_**I swore to myself that I would protect you Chloe. And I told Lois that I wouldn't hurt you. I would be breaking both promises if I stopped you from going to Metropolis" he said as he took he hand from his face and held it.**_

"_**I made a promise too" Chloe retorted.**_

"_**And you'll keep it, from Metropolis" Clark insisted.**_

"_**How can I, when I promised not to leave you?" Chloe asked with confused frustration in her voice.**_

"_**I didn't mean that you have to stay in Smallville" Clark said on a laugh. "I only wanted you to keep yourself safe. I can always get to you fast enough if I want to talk. You know that" he chided her gently.**_

_**Chloe's breath whooshed out of her. She laughed at herself and let go of his hand so that she could sit back down. Clark followed her.**_

"_**I guess you're right" she said.**_

"_**Chloe, I only want you safe" Clark said seriously. "As long as you let me protect you, you can go anywhere you want and I'll be happy for you"**_

"_**Thank you Clark. But you shouldn't be worried about that" **_

_**Clark shook his head and looked at her quickly, not speaking for a moment. He wanted her to understand him this time.**_

"_**I will always be worried about you Chloe. Please let me keep you safe"**_

_**Chloe smiled into his eyes and took his hand again.**_

"_**Of course you can Clark, I understand" **_

His mind cleared as the memories receded. He needed to see her. That was the only way that they could reconnect and understand each other. His mind made up, he didn't waste time. He left for Metropolis.

Lex was sitting in the dark. He held a snifter of brandy in one hand and a report in the other. He had finished reading the report hours ago, but had sat there in shock as the sun had set and left him in darkness.

He finally had proof that Clark Kent wasn't what he seemed. ButClark hadno easily exploitable weaknesses. Except for one, of course. Chloe Sullivan. The thought made a smile curve hs lips. It would be like killing two birds with one had played their part in Lana's death, so both had to pay.

He stood up quickly and left the room. The report fell on the floor as he left, the papers spilling out. Lex hesitated, but decided to come back for them after. He knew that there was noone else in the masion.

One of many pictures in the file slid underneath the couch. It was a picture of ClarkwithChloe in the hospitalin Alaska. It had been taken a few hours before Clark had been seen in Smallville.

When, an hour later, Lex returned to pick up the papers he missed the one undernesth the couch. He never noticed.

The picture was gone before the cleaning lady came the next night.


	6. Chapter 6

CHAPTER 6

Chloe punched her pillow as she sat up in her bed. She couldn't find a comfortable spot to settle down. A sigh blew through her lips as she pushed her blankets off and moved her legs over the side of her bed. She shivered as the cool air touched her bare shoulders. She had taken off Clark's big t-shirt before getting into bed. All she had on now was her red shorts and a white tank top.

Chloe couldn't go to sleep knowing that Clark was upset with her. She thought of calling him but knew that it would disturb his parents. She shouldn't have said good night. He would still be listening for her voice if she hadn't, and she would be able to get him to call her. But he wouldn't be able to hear her now; that was the deal.

When she had realised that Clark could hear her all the way from Metropolis she had freaked. It had been such an intrusion on her privacy. She had told him to cut it out, but he had refused. He liked knowing that if she needed him he would hear her. They had made a compromise. He could listen, but only until she told him good night. After that he had to block his super hearing until the next night.

A smile lit up Chloe's face as she remembered the conversation. He had been chagrined to learn what she called his abilities. His super senses. And when she really wanted to bug him she called him superman. That really made him squirm.

Her laughter faded as she remembered her situation. She hadn't had a problem with their arrangement until now. How was she going to reach him?

Clark came running to a stop in front of Chloe's building. Stray garbage on the ground near him blew away because of the wind his quick movement created. He looked around to make sure no one was looking, and then straightened his clothes.

Taking a key from his pocket, he jogged up the front steps.

Chloe had made the extra set for him soon after she left Smallville. She had wanted him to feel free to visit. He had taken advantage of her welcome a lot since then, joining her on weekends and helping her fix anything that broke down in the loft. The super never got a chance when she asked _him_ for help, so she asked Clark.

Clark hadn't wanted to make her feel smothered though. He had made her promise to let him know when she wanted to be alone. If there was an elastic band on her door knob, than he had to move on. Since it was a building filled completely by students, every one would recognize the sanctity of the action and not tamper with it.

He hadn't seen an elastic band yet.

Chloe was walking toward the kitchen to get a drink when she heard a key turn in the lock. Her head whipped to the door and she froze, her body half turned to the kitchen.

The door opened and she could see Clark take his key from the lock. He pocketed it as he moved his hand to the light switch next to him. She blinked from the light as he turned it on. His eyes moved to where she was standing.

His gaze galvanized her. She turned toward him fully, not bothering to shield her scantily clad body. It was Clark after all. A smile came to her face as she looked at him. He always looked so cute with his hair ruffled from a run.

"Clark, you read my mind" she said on a quiet chuckle. She walked quickly to him for a quick, tight hug. When he stood there stiff, she grasped his hand and pulled him to her couch, pushing him down to a seat and joining him. "I was _just_ wishing we could talk" she continued when he gave her a blank look.

Jesus she was beautiful!

The thought crashed into his brain before he could stop it. His eyes had gone automatically to her as he had turned the light on. He had known a second before he flicked the switch that she was there. His super senses at work.

He had known she was there, but he hadn't known what she would be wearing.

The first thing he had seen was her legs. They seemed to go on forever. It must be the shorts, because he knew she was a tiny little thing. They were a little pale, but the contrast from the bright red of the shorts drew the eye.

The second thing he noticed was the stretch of bare skin that was below her tank. That interesting stretch was only shown to him as she turned. He had never noticed how soft her skin looked on her stomach. He had seen her in a bathing suit before but...it wasn't the same.

He barely had a chance to register the shape of her in that _small_ tank top before he forced his eyes to move on. He would embarrass both of them otherwise.

Clark's eyes had settled on her face then. It was soft and sweet with welcome and his breath caught. Her hair fell around her shoulders in disarray. It looked like she had just come from bed.

GOD!

As he had been hesitating, she had moved forward. She gave him a hug. He felt her curves pressed against him and had to stop himself from grabbing her to him. It had been too long since he had been with a woman. That's why I'm losing my mind! Chloe moved towards the couch, taking him with her. She was talking but his brain couldn't make any sense of the words. He gave her a blank look.

"I was _just_ wishing we could talk" she continued as she sat next to him. A wave of joy washed through him at her words. She wasn't mad at him.

Clark's smile took her breath. It was so full of boyish happiness that she felt her heart swell with her love for him. He was so..._good_. It made her feel safe.

Her smile wavered for a second as she held that love back. Chloe didn't want to think of his reaction if she gave in and threw herself at him. It would ruin their friendship for sure. And that was not something she was willing to do.

"I needed to make sure we were okay" Clark said eagerly. "I'm glad that you felt the same way"

Chloe laughed. "I tried going to sleep, but the guilt kept me awake" she smiled ruefully with a shake of her head.

"You don't need to feel guilty Chloe. I...understand that you're feeling...smothered" Clark said hesitantly, casting his eyes down at his hands. He seemed to be having a hard time finding the words. Chloe felt her love for him pushing against her walls. He always tried to make things better for her. Guilt for how she had talked to him came back with a vengeance.

"Clark..." Chloe started.

"No" Clark interrupted. "Chloe I...I worry about what might happen to you if I don't...smother you" he finished with a self-depreciating chuckle. He looked up at her and cupped her cheek with his palm, smoothing his thumb over her skin. Chloe closed her eyes and pressed into his hand for a second before she could catch herself. She straightened quickly and turned her head away from his hand.

Chloe turned her head so that his hand fell away from her cheek. Her eyes were closed, but he could see the pain on her face. Clark felt a moment of panic. Was she rejecting him?

"Chloe?" he said, his voice hoarse with emotion. Chloe took a deep breath and turned back to him, her eyes opening. She smiled at him and his heart nearly broke at the sight. It was a forced smile and he saw right through it.

"Clark, it's okay if you want to protect me. I understand". She took another breath before continuing. "It's kind of like when Lois looks after me. You both want to keep your little sister safe" she finished weakly.

Clark's eyebrows rose. _His little sister_? Is that what she thought, that they were _brother and sister_? "I don't think of you as a sister Chloe" he said before thinking. Chloe flinched and Clark quickly added. "I love you, you know that. But...I...not as a sister"

"Then as a friend" Chloe smiled over at him. Clark studied her face for signs of sadness, but only saw some faint traces. He would have to worry about that later. He smiled down at her.

"As a _best_ friend" he clarified softly. Chloe laughed softly and gave him another hug, this one longer. Clark had to hold back a groan. She felt so good. And he could smell her, a mix of shampoo and woman. It made his mouth water. He held her for a minute but had to push back when his body reacted. He made sure to sit in a way that didn't show it and tried to make it go away. He had to think of dead puppies and old women before he succeeded.

Clark pulled away from the hug and hunched over his kneed staring out into space. He had a look of intense concentration on his face and Chloe held still as she waited for him to snap out of it. Maybe it had to do with his powers. If he needed to concentrate then she would let him. Less than a minute went by before he turned back to her with a strained look.

"I have to go" he said quickly, standing up and moving towards the door. Chloe was surprised. He usually stayed the night when he came over this late, leaving early in the morning. He had always said that it made him sleep better when he was here. Chloe couldn't see how, when he hardly fit on her couch. But he never complained. She had even offered to switch with him once, but he had said no. He wanted to be between her and the door.

"Not staying over?" she asked curiously. She thought she saw a flash of panic cross his face before he smiled at her. He seemed a little nervous.

"Ah...no I don't want to intrude" he answered.

Chloe laughed. "Since when?" she joked. Clark chuckled weakly at her quip. He made his way to her door and grabbed the knob.

"I want to give you the space you need Chloe" he said to the door, not looking at her. Chloe frowned. He wasn't going to give her a hug? Clark opened the door and turned back to her just as he walked over the threshold. He smiled nervously at her. "Well...bye then" he said, quickly kissing her on the forehead and running off. Chloe could feel her hair blow around her face as she looked at the now empty hallway.

Clark barely breathed the whole way back to Smallville.

He had almost done a bad thing. He had almost kissed his best friend in a way that was more than friendly. He didn't even want to think of how she would have reacted. He couldn't take the chance of ruining their friendship; he had to do something!

Clark knew what that was by the time he made it home. It had been months since Lana's death, and he was coming back alive. The pain didn't weigh him down as much as it used to and he was beginning to notice women.

The wrong women.

If he was getting aroused with Chloe, then it was time for him to do something about it. Clark's jaw clenched in determination. There was a girl in one of his classes that liked him. She always flirted and made sure that he knew that she was available. He was going to take her up on his offer.

_In a bad neighbourhood in Metropolis_

The black limo pulled up next to the abandoned building, looking completely out of place in the rat-infested alley. The paint was shiny and new, contrasting against the garbage that collected everywhere. There were boxes and newspapers, along with other nasty things, being crushed by the wheels of the long car. The sound of the disturbed garbage was slight and hardly added to the quiet purr of the limo's engine.

A man walked out of the shadows, his eyes darting around for witnesses. He was wearing a leather jacket over a pair of new-looking jeans. His shoes were Italian and expensive, the cigarette in his mouth was as designer as everything else he wore. His dark hair peaked out from under the black knit hat he wore. He fidgeted as he waited next to the back door.

When the window began rolling down, he flinched.

"Kind of jumpy aren't you Stevens?" Lex asked from inside the limo. He was looking at the older man with humour. Lex was wearing a black tailored suit and was playing idly with a gold pen in his hand.

Stevens glanced around again. "Luther, why would you bring a limo? People are bound to notice in this neighbourhood" he asked in a voice that had a higher pitch then someone would expect by looking at him.

"And I suppose they wouldn't notice you in your new...ghetto gear" Lex said on a chuckle. "Who did you think would be fooled?" Lex asked with a small smile.

Stevens looked down at himself with a frown. "What's wrong with what I'm wearing?" he asked roughly.

"Nothing" Lex answered, flicking the pen over his knuckles. "Other then that they are so new _and_ expensive, that a blind person would notice around here" Stevens flushed and didn't meet Lex's eyes. "People around here won't try to rat on someone in a limo. They know that they would only get themselves into trouble" Lex finished with a cold look.

Stevens squirmed under his gaze. Sweat began to break out on his forehead as he fumbled in his pocket. He pulled out an envelope and handed it over to Lex.

His hand was shaking.

Lex looked at it for a second before looking up at Stevens and smiling. It was a cold and calculating smile; one that terrified Stevens even more. Lex slowly moved his hand out and took the envelope from the nervous man. He paused, his hand just out of the window, to let the other man see his steady hand.

Laughing quietly, Lex opened the envelope and looked inside. He smiled and glanced at Stevens. "You're debt is paid" he said before rolling up the window. He signalled the driver and the limo drove away. It left as quietly as it had come.

Stevens took a deep breath and turned, fading back into the shadows.


	7. Chapter 7

CHAPTER 7

Chloe was on her way to Smallville. Her small car was driving along the highway, about an hour away from the Kent farm. It's light green paint sticking out like a sore thumb next to the other cars on the road. The general color scheme was black and white. Not exactly 'Chloe'.

She hadn't seen Clark in a few weeks and she missed him. He had phoned every night as usual, but hadn't made any more late night visits. She thought that he might be trying to give her more space, but this was going too far.

And then last night he had told her the news; he had a new girlfriend. Chloe grimaced in the car as the thought made jealousy boil in her stomach. She should feel happy for Clark.

"Yeah right" she muttered to herself. She would pretend for his sake, but she wouldn't be able to stop herself from hating the scank. A rueful smile curved her lips.

A song came on the radio and she frowned. She had never liked Britney Spears. She fiddled with the station dial as she looked briefly at her watch. It was getting late.

The sky was dark and lit only by the stars. Clark stood just outside of the barn looking up at it. He couldn't help but hope that if Lana was up there, she wasn't watching him. He wouldn't want her to be disappointed in him.

He was disappointed enough for both of them.

A sigh escaped his chest as he looked back down and went into the barn. He ran a hand through his wet hair and tried to shake any excess water out. A few drops ran down his neck and under his collar. He didn't notice.

He had just had a shower and had wanted to get out of the house. He was afraid that his parents would know something was wrong if he stayed.

It was Friday night and he had just come back from Sheryl's dorm. They had gone to see a movie, and when she had invited Clark into her roomfor coffee after, he had said yes. They hadn't had coffee.

Chloe looked worriedly at her watch. She was still ten minutes from Clark's house, but she only had a minute before he called. When he didn't get an answer at her apartment he would try her cell. Her surprise would be ruined then.

She sighed and waited for the inevitable.

Three minutes passed without a call. She frowned at her watch, thinking that it might be off. It had been working all day, so it shouldn't be broken now. Where was Clark?

Clark's head was in his hands as he sat on the couch in the barn's loft. He couldn't get his mind around what had happened.

He had cheated on Chloe.

That was the only thing that he knew; something that he had learned as he had put his clothes back on at Sheryl's. He had stopped looking at Chloe as just a friend, and started looking at her as his…something.

A groan echoed through the barn. He didn't even know what it was that he felt for Chloe, just that it made him feel like an ass for being with Sheryl.

"Chloe!" his head snapped up as he realized that he hadn't called her yet. A quick glance at his watch told him that he was eleven minutes late. She would be wondering where he was, maybe even worrying. "Shit"

He jumped off his seat and moved quickly to the phone, dialling her apartment. The phone rang five times before the machine answered. He frowned. Where was Chloe?

He dialled her cell and waited for it to connect. When it went automatically to the message, he swore and hung up.

"I just turned it off" Chloe said from behind him. He whirled around and his mouth dropped open. How the hell had he not noticed her walking up the steps? Chloe smiled at him "You were too busy swearing to hear me" she answered his unasked question.

His eyes drank her in quickly, noticing how her hair curled around her shoulders. She was wearing a fitted leather jacket over a tight black tee. She was wearing boy cut jeans that stopped just below her bellybutton. He knew _that_ because the black teestopped just above her bellybutton.

God he loved that stretch of skin.

"Chloe" he rasped out, and then coughed. "What are you doing _here_?" he asked.

Chloe chuckled and tilted her head to the side a little bit. "I wanted to see my best friend"

Clark looked as if he had just swallowed a toad. His eyes were wide and his mouth was still a little open in shock. She had never been able to sneak up on him before and she couldn't help but chuckle at his surprise and his question.

He was wearing a pair of worn jeans and a white t-shirt. His usual flannel work shirt was missing and Chloe had to stop herself from ogling the muscles that the white tee showed off. His hair was wet and spiked from his fingers, a few strands falling into his eyes.

"I wanted to see my best friend" she answered his question with a grin.

Clark blinked down at her for a second but then moved quickly to grab her into a big hug. "I missed you Chloe" he said softly into her hair, hugging her tighter. Chloe hugged him back as much as she could, but he felt like steel encased with satin; soft but hard.

She reluctantly let of him and met his eyes. "You haven't been to Metropolis in more then two weeks Clark. I missed you too" she said in a slightly accusatory tone, her eyes narrowing at him playfully.

Clark smiled back at her, but it was a strained smile that didn't reach his eyes. He moved to the couch and sat back down. He had sat on the edge and left enough room for Chloe to sit without touching him.

Chloe frowned as she sat. "Does that girl you were seeing want us to stop hanging out?" she asked quietly, looking down at her hands. That was the only explanation for his behaviour that she could think of.

Clark's head moved to her slowly. "We've never talked about you" he answered without infliction in his voice.

Chloe flinched. They hadn't even…

"She has nothing to do with you Chloe" Clark continued in a dead voice. He kept looking at her coldly, as if expecting her to argue.

Chloe had to swallow back tears as she averted his eyes. He was pretty much telling her to back off. It was a bad feeling; having the person you love close you out of a part of his life. She could understand though. It's probably for the best that she doesn't have to pretend.

"Okay Clark" she said, not able to keep her voice from breaking.

Clark lifted a hand and took her hand gently in his, lifting it to his heart and holding it there. "Don't cry Chloe" he whispered. "I don't want you to think about Sheryl"

Chloe looked back at him as tears streamed down her face. "Her name is Sheryl? That's a nice name" she said inanely trying to lighten the mood before she said something to hurt their relationship.

"I like 'Chloe' better" Clark said seriously, meeting her eyes. "In every way" he finished gently, his eyes moving to her lips. Chloe noticed and her breath caught. Their heads began moving towards each other and she looked up at his eyes. His eyes had darkened into a grey blue color and they burned with a fire that threatened to burn Chloe up.

Then their lips met; and Chloe burned.

It was a soft bump of electric contact that had Chloe's breath whooshing out. Their lips met again; this time for longer. Chloe's hand was still on Clark's chest and she could feel his heart beating faster. It made _her_ pulse race with excitement.

Her other hand went to his shoulder and moved him closer. Hishands came up behind her and settled on her waist. The feeling of his hand on her bare skin there was light a lightening bolt. She gasped and her head went back.

Chloe's gasp was like nectar to Clark. It made him burn for her in a way he had never burned before. He saw her head tilt back and took the opportunity to taste to hollow at the base of her neck. Her skin tasted as good as it looked.

"Clark!" Chloe cried out in a strangled whisper. Both of her arms wrapped around his neck and pushed their bodies together.

The shock of it nearly stopped his heart.

He could feel her firm breasts against his chest and he bit down gently on her neck in response. Chloe gasped out again and held him tighter. He couldn't stop his hands from wandering up her back and under her shirt. He paused when he encountered the clasp of her bra.

He wanted to undo that clasp more than he wanted to do almost anything in his whole life. It was thelast step to take before his self-control was completely gone. That thought was what finally stopped him.

He moved his mouth from her neck and gulped in air, looking up at the rafters in the barn. His hands slowly moved back down her back and he grasped her waist, pulling her body away from his.

What the hell had he done?

Chloe could feel Clark pushing her away from him and her mind turned back on. She moved her arms from his neck and let them drop from his shoulders. Her head came back up from its tilt and she took a deep breath.

What the hell had she done?


	8. Chapter 8

CHAPTER 8

Clark could hear Chloe breathing rhythmically and timed his breath to follow hers. It helped him get the control he needed to let go of her waist. Her soft skin tempted him to hold on for the rest of time.

His fingers trailed her warm flesh as he moved his hands from her. He could feel her shiver in response and he had to grit his teeth to stop himself from ripping her clothes off and taking her right here.

"Clark" Chloe's voice was hoarse and the sound of his name made Clark close his eyes tightly. He sat back into the couch to put some distance between them, clasping his hands together on his lap. He couldn't meet her eyes. He was scared of what he would find there.

---------------

Clark wouldn't look at her.

It made her insides hurt to think that he was too ashamed of what they had done to even look at her. Since Lana had died, Clark had talked to her about everything. Unless you counted this…Sheryl girl.

"Why won't you talk to me about Sheryl?" Chloe asked seriously, suddenly needing to know. She didn't care if it was pushing it anymore; she was tired of not pushing him.

Clark finally looked at her. His eyes were sad and resigned, as if he had decided to tell her something that was bad; really bad. It was the same look that had been on his face when he had told her the whole truth behind his origens "I didn't want you to know" he said in a flat voice; the same voice that he had used before when he had told her that Sheryl wasn't any of her business.

"I _want_ to know" Chloe said with determination. "I think that you owe me that now"

Chloe was looking at him as if he was someone she was interviewing for an article: it was probably how she would look if she was a cop interrogating a criminal. Clark felt his hopes plummet. She wouldn't let him get away with half truths now; and when she found out that he had been with Sheryl tonight…she would hate him.

'Owe her'; that was what she said. And she was right, he did owe her now. He had no right to kiss her, or to touch her like he had. And now he would tell her anything she wanted to know; give her anything she asked for. It was ironic that the very thing that would ruin their relationship was what had made him see how he really felt about her.

"All right" he said as he stood up and walked over to the window, looking out at the night. He took a deep breath and told her. "I had sex with her tonight" He heard a gasp from behind him but he didn't turn. He wanted to get it all out. "I was noticing women again, for the first time since Lana's death. I…held back until it...got out of hand; then I took Sheryl up on what she had been offering me since we met at Kansas State" he finished and waited for Chloe to say something. When he didn't hear anything he turned to look at her.

She was sitting there with tears falling silently down her cheeks.

"Chloe" he rasped out, his strength deserting him. He had known that she would be upset, but the sight of her tears was destroying him. A memory of Lois telling him that he would hurt her played in his mind. He had denied it then, knowing for certain that he would rather die then hurt Chloe. And now he felt like dying.

Chloe didn't look away from him or try to hide her tears; she juststared at him. The pain in her eyes got to him and he fell to his knees in front of her. He made sure not to touch her though; he wasn't certain if she would recoil or not.

"I'm sorry Chloe" he said helplessly, his hands lifting and falling back to his side as he checked the impulse to hug her.

Chloe closed her eyes for a second before she brought one of her hands to his face, cradling his cheek like he had done to her only minutes before. "Why are you sorry Clark?" she asked softly.

"Because I hurt you" Clarkfumbled withhis answer, nervousness coloring his words. He took a gasp of air before continuing. "Because I…cheated on you" he finished on a whisper.

Chloe's eyes widened as she looked at him. "We aren't dating Clark; you can sleep with whoever you want"

Clark laughed humourlessly and shook his head. "I cheated on you Chloe" he repeated, this time having certainness in his voice. "I belong…_we_ belong to each other, and I cheated on you"

Chloe's hand dropped from his face in shock. "Belong to each other?"

"Chloe, I love you" Clark said, his voice strained from tension. He didn't know what she would say and the thought of her rejecting him was making him panic. What if he had taken this chance for nothing? What if this ruined their friendship completely?


	9. Chapter 9

This chapter was inspired by the song my confession by Josh Groban. I'll pass on the lyrics if you email me, but I won't waste anyone else's time.

CHAPTER 9

Chloe looked at Clark in silent shock. She didn't really know how to react to that confession. He loved her?

"When…how…I don't understand Clark" she stuttered, her mind whirling with the possibilities.

Clark remained kneeling in front of her when he answered. "I don't know when I fell in love with you Chloe. All I know is that I realized it after…Sheryl" His eyes didn't meet hers when he said the other woman's name. "And how? The how is easy" he chuckled softly. He moved his hand to _her_ cheek then. "You have been my best friend for a long time Chloe. I loved you then, for the amazing person that you are. You are…perfect" he paused to sweep her face with his eyes. "Spunky and intelligent; you never give up or give in. And I trust you with my life...Then I noticed how beautiful you are"

Chloe sucked in a breath, but couldn't break their gaze. It was like Clark was hypnotizing her with his words.

"I mean, I always knew you were pretty, but…I didn't really…_notice_" he looked at her questioningly. "Can you understand that?"

Chloe nodded silently, not trusting her voice to work. Clark was telling her everything that she had ever dreamed of him saying. Then a horrible thought came to her. "I'm not dreaming am I?"

Clark laughed out loud. "Do you often dream that I attack you on my couch?" he asked playfully. Chloe couldn't help but blush and Clark laughed again. "Good answer" he said huskily as he leaned in to kiss her again.

Chloe kissed him back sweetly and moved her hands to his wrists. Both of his hands were now cradling her face. This kiss was more tame then the last one, but it was still perfect.

Clark broke away again and swore under his breath. "You keep distracting me" he said to her with a playfully accusing tone to his voice. Chloe's pulse raced at the heated look in his eyes. She had never thought that she would put that kind of look into Clark's gaze.

Chloe forced out a weak laugh. "_You're_ the one who keeps kissing me" she said, defended herself.

"Yeah, but you're the one who keeps looking beautiful" Clark retorted hoarsely, moving his head forward again. He stopped himself before their lips met.

This time it was Chloe that swore under her breath. Clark laughed again and sat back on his haunches. He moved his hands from her face and rested them on her thighs instead. Chloe felt a thrill of desire rush through her at his touch.

"Chloe, I need to know that you understand about Sheryl" Clark said, suddenly serious again.

Chloe sobered too. Did she understand? She still had some questions. "Why did you decide to go to her Clark? Why tonight?"

Clark blushed and moved his hands from her thighs to behind his back. Hetook a deep breathand looked away from Chloe. "I went to Sheryl because I…I got…" he swallowed. "..._aroused_ when I was at your apartment the last time" Clark almost choked on the word and his cheeks got even more red.

Chloe looked at him blankly. What…?

"Um…you were wearing these…little red shorts and a shirt that barely covered you" he said hurriedly, his voice becoming defensive. 'And then you started up with the hugging…and I…couldn't help it" he finished in an embarrassed whisper.

"That was why you were hunched over on the couch? I thought that it had something to do with your powers" Chloe said in shock.

Clark laughed ruefully. "More like your powers, Chloe. Do you know how amazing you smell?" he asked her seriously.

Chloe had no idea how to respond to that. She gaped at him with her mouth working. Then a thought came to her.

"So why did that make you go to Sheryl? Why didn't you stay with me?" Chloe asked. She didn't like knowing that he had replaced her with another girl so easily.

"I didn't know if you felt the same way. It would be awkward between us and…I didn't want to take the chance that it would ruin are relationship" Clark answered seriously. "Added to that was the fact that I hadn't realized then how much I love you. I thought that my…attraction for you was just because it had been so long and I…" he broke off in embarrassment.

Chloe thought that she was beginning to understand. "You weren't willing to take the risk for a…few kisses" she said.

Clark nodded, obviously happy that she understood.

Chloe took in a deep breath and spoke again. "So what about Sheryl now? What is your relationship with her?"

Clark winced and stood suddenly. He walked back to the window and looked out at the stars again. His arms were braced on the sill and he leaned forward.

"Clark?" Chloe said suspiciously.

"I uh…broke it off tonight" he said withoutturning back toher. Chloe could hear the guilt in his voice.

"You broke things off right after you guys…"

"Yes!" Clark answered harshly as he stood straight, his hands moving to comb through his hair. He turned back to her. "I know that it makes me a jerk but I couldn't lead her on" he explained roughly.

Chloe stood up and moved to stand in front of him. "I know that it makes me a jerk too, but I'm glad that you did" she said in a whisper, moving her arms around his shoulders and leaning into him.

"Chloe?" Clark asked in a hoarse voice, his eyes searching hers. He must have liked what he saw because he wrapped his arms around her and kissed her again.

This time no one broke away until the next morning.

-------------------

"Clark?" Jonathan's voice called up from the barn's door. Clark was suddenly wide awake and he sat up quickly. Chloe was lying on his chest and she mumbled a reproach at his movement. The blanket that had been covering them slipped down to her waist and Clark was briefly distracted by the sight of her white flesh.

She was sitting now too, but only because he had. She wrapped her arms around him and burried her face into his chest. Clark gritted his teeth at the feeling. "Get up Chloe" he whispered urgently into her ear as he lifted the blanket to cover again. "Coming dad" he yelled out to his father.

Chloe's eyes snapped open and she looked up at Clark in shocked dismay. They were both completely naked on the couch with only a thin blanket to cover them. Clark winked at her and zipped away.

He was a blur as he dressed and then jogged down the steps, stopping Jonathan from going up. "Hey dad what's up" he asked cheerfully. He tried to look as nonchalant as he could.

"We didn't see you at breakfast and were wondering where you were" Jonathan said with a suspicious look in his eyes. Clark was about to come up with an explanation when his father continued. "And then we saw Chloe's car out front"

Clark's mind turned blank.

"I got here really early" Chloe said from upstairs. Clark looked up and was relieved to see that she looked completely put together. Even her hair was neat; not at all like the cloud of soft blond strands that had tickled his chest all night.

He smiled at her quickness and felt his heart expand; she was so smart, and sexy. God, he wanted to take her back into the loft for another hour...or six.

"I just called out for Clark and he came out. We didn't want to wake you guys so we stayed out here" Chloe continued explaining.

Jonathan looked stopped looking suspicious and smiled. "Well we're up now. Come on in and Martha will make you some breakfast" He said as he turned back towards the door and walked out.

Clark sighed in relief and waited for Chloe to join him downstairs. He gave her a quick kiss on the mouth when she did. "Good one" he whispered.

Chloe laughed and walked ahead of him, following Jonathan out.

Martha went to give Chloe a hug when they entered. "Chloe! When did you get in?" she asked. "We saw your car outside but not you"

"I didn't want to bother you Mrs. Kent, so I bothered Clark instead" she said on a laugh. Clark joined in, feeling light hearted. She could _bother_ him any day.

"It's good to see you. It's been over a month since the last time" Martha said to Chloe as they ate. "And I don't think that Clark has been out to see you in a few weeks"

"A few weeks?" Jonathan said in confusion. "I don't think he's been out there since he helped her move"

Martha chuckled and kissed Jonathan on the cheek. "Come on Jonathan" she said teasingly.

He still looked confused for a second before it hit him. He looked at Clark accusingly. "You run out to Metropolis Clark?" he asked.

Clark looked guilty and Chloe stepped in. "He was always worried about me, so he would come out to sleep on my couch every once and a while. It made us both feel better; especially with all the muggings and break-ins in the past few months" she explained.

Jonathan's face softened. Chloe knew that he was a big marshmallow; he wouldn't want her to be scared in her apartment all alone. He looked at Clark and gave a nod of approval.

The rest of the meal went on without problem. Chloe was just grateful that the Kents didn't notice the smouldering looks that their son kept sending her way.


	10. Chapter 10

CHAPTER 10

Lex took a moment to steady himself before he got out of his car. The rage that he had been living with for months was always threatening to spill out of him. And now that he was on the Kent farm, a few feet away from the focus of his anger, he was having a hard time holding back.

It only took a second before Lex had schooled his features into their usual calmness; at least the calmness that he had always shown people. If they knew about the emotions that seethed underneath the surface they would all run away screaming.

Lex let out a chuckle at his thoughts as he straightened his tailored suit and walked to where he knew Clark would be. The farm boy was nothing if not predictable. And if the little green car next to his convertible meant anything, Chloe would be there too.

Remaining silent, Lex moved into the barn and let his gaze move up to the loft.

Chloe gasped at the feeling of Clark's tongue on her neck.

The Kent's had gone out to dinner and Clark and Chloe were taking advantage of their absence to make-out. It had felt too weird to do it on the couch in the house, so they had come out to the loft. It would never be weird out here.

A hoarse laugh bubbled out of Chloe as Clark swore at her clothes. She knew how frustrating it was to stick to what they had said before. Necking yes, naked no. Chloe wanted to rip off the flannel on Clark's back and taste all of him. She hadn't had a chance last night. Not on this cramped little couch.

They suddenly ripped apart as a small amused cough sounded from the stairs to the loft. Chloe could feel a blush stain her cheeks as she looked over at Lex standing there.

-----------------

Clark's heart leapt into his throat when he heard a small cough from the steps. Were his parents home early?

The relief that coursed through Clark at seeing that it was Lex almost made him giddy. Clark knew that they would have to tell his parents about their relationship, but he was hoping to put it off. If his father knew that Clark was sleeping with Chloe he would never let them have any time together alone. As it was now, the two were left alone all the time. Clark didn't want that to change.

"Sorry to interrupt" Lex with in an amused voice. "I didn't realize that you two would be…busy up here" his eyebrow rose as he said the word busy.

That's when it hit Clark; Lex had just found him making out with Chloe. A blush started working its way onto Clark's face at the thought.

Lex was barely able to keep himself from laughing out loud in triumph. He had suspected that Chloe might be more then a friend to Clark, but he was happy to have his suspicions confirmed. This way he knew for sure that his plan would work. If Clark would have fallen for the trap before he would definitely fall for it now.

Lex knew from experience that Clark liked to play hero.

"Lex, uh…what are you doing here?" Clark stuttered out, moving quickly to disentangle himself from Chloe.

"I wanted to talk to you about something and didn't think that over the phone was best. Maybe I was wrong" Lex answered smoothly. He couldn't help letting the little comment out; it let everyone know that he wasn't going to forget what he saw.

"Maybe I should go" Chloe said uncertainly, rising up from the couch.

Lex waved her back down as he continued to look at Clark. "You can stay Chloe. It's not private" he said briefly.

"What did you want to talk about" Clark asked, ignoring Lex's pointed words.

"There has been some news about the investigation into Lana's death and I thought you would want to know" Lex answered without blinking, wanting to see their reactions.

Chloe winced with what Lex could only assume was guilt over fucking Lana's boyfriend. And Clark blanched. Lex found Clark's reaction very interesting. Chloe's was understandable, but why would Clark look scared? What does he think I'm going to say?

"Really?" Chloe spoke up again. "What did they find?"

Lex looked at her for a second without speaking. He wondered if she knew what Clark had done to Lana. He knew that Clark told most of his secrets to Chloe so it wouldn't be surprising. What he didn't understand was why she would stand by him. Clark wasn't even human.

"They found out that it was a strange kind of foreign agent that got into her system. They aren't sure what it is, but they think that it could be from the meteor rocks" Lex answered finally. The way that he had been staring at her had creeped Chloe out. It was if he had been silently assessing the value of her life.

"That isn't very weird though is it?" Chloe said in confusion. "Everyone knows that the meteors have always had affect on people. It's not the first time that someone has died because of it"

"It will be the last though" Lex said. "At least it will if I get my way"

"What do you mean?" Clark asked.

"I am petitioning the government to clean up the mess that they should have taken care of years ago. If the meteor rocks are a biohazard then they should be taken away from where they can hurt the public" Lex said as he stood there, unmoving except for the hand that fiddled with a pen. Chloe noticed that Lex seemed to be talking directly to Clark, as if she wasn't there. "I have even offered Luthercorp land to store it" he finished.

"Luthercorp land?" Chloe had to clarify, catching Lex's attention. "Wouldn't that make the land poison after that? What land do you own that would be far enough away from people?"

Lex chuckled ruefully. "While I am sure that you _think_ you know every holding that I own, you would be mistaken. I recently came into ownership of a large track of barren wasteland in Arizona and I plan on using that" he answered. Chloe thought that he sounded as condescending as usual. She had never understood what Clark had seen in Lex that had made them friends.

"People live in Arizona Lex. Even in the deserted parts" Chloe said insistently.

A flash of irritation crossed quickly over Lex's face. He turned his body to her completely and talked slowly, as if to a child. "I have _a lot_ of land in Arizona. Enough to make sure that no one will ever get near to where the meteor rocks are actually stored" he said. "And with the amount of security that I plan on placing there…"

"You plan on?" Clark asked. "You plan on paying for the security yourself? Why would you do that?"

"I don't wasn't this done half way" Lex explained. "I don't want anyone else dying like Lana did"

"That's commendable of you" Clark said with admiration in his voice. Chloe had to stop herself from groaning out loud. Clark was so dense some times.

"Well, I just wanted to be the one that let you know" Lex said seriously, disregarding what Clark had said. "I'll leave you two alone now"

------------------

Clark watched as Lex's car drove down his driveway and out to the street. Chloe stood next to him silently. Clark knew that she was thinking fast and hard about every thing Lex had just said. He couldn't help but feel resentful to Lex for ruining the mood that they had had. Neither of them would feel like making out now.

"What do you think?" Clark asked in a normal voice. He knew that no matter how much he wished Lex to be trustworthy, that he never would be. That was why he knew that Chloe would have a theory on what was Lex's real motives; and why he would probably agree with her.

"Lex is being very generous" Chloe said slowly.

Clark nodded and looked down at her. He knew that she was leading up to something. She always got this look on her face when she was hatching a theory; Clark had always thought that it was cute.

"Putting the meteor rocks on _his_ land and protecting them with _his_ security" she continued. Clark started to see where she was going and a chill went up his spine. "Of course, that would make it easy for him to get his hands on the stuff whenever he wants"

"And hurt me whenever he wants" Clark said what Chloe hadn't; that he was screwed if Lex got what he wanted from the government.


	11. Chapter 11

AUTHOR'S NOTE: In case you haven't noticed, I'm focusing on Lex's part of the fic now. Clark and Chloe's relationship is sort of dealt with, but will obviously still be a big part of the fic.

CHAPTER 11

"Anything yet?" Clark asked Chloe as he walked back into the dining room. She was just hanging up the phoneform talking tothe hundredth government official that they had contacted for information. So far none of them had anything good to say; nothing good for _them_ at least.

Clark had gone upstairs to get a sweater for Chloe from his room. It was getting cooler now that it was night and he didn't want her to get a chill. She still only had her black t-shirt and it didn't cover much.

"Thanks" Chloe said with a smile when Clark handed her the sweater. She shook her head as she pulled it over her head. "He said exactly what all the others said: 'Any agreement that the government may or may not have made with Luthercorp will be disclosed to the public when it is the right time'. I'm starting to think that this is futile" she finished in a frustrated sigh.

Clark pushed a hand through his hair and tried to think of what they should do next. "You're right, this isn't working. We're going to have to try something new" he said as he looked down at her.

"What that new thing _is_, would be good to know" Chloe said with a rueful smile. Clark smiled his agreement and leaned down to kiss her.

Chloe murmured something against his lips and then slipped her arms around his neck and kissed him back. Clark had only meant to give her a little kiss but it was getting out of his control. He pulled her from her seat and up against him as the kiss heated. Chloe's fingers dug into his back as his hands drifted underneath the bulky sweater to touch her skin.

Just then Clark heard his parents pull up in the driveway. He pulled back from the kiss and moved his hands from Chloe's waist. Chloe looked at him in question, her lips swollen and her eyes dreamy. Clark swore and gave her another quick kiss before pushing her away.

"My parents" he whispered loudly at her. Chloe's eyes widened in understanding and she started fixing her clothes frantically. She was still fidgeting with them when Jonathan and Martha walked in.

They were laughing as they walked in. They had gone to the nicest restaurant in Smallville for a 'date'. The fanciest in Smallville wasn't too fancy, but they had had a good time. It wasn't that late so Jonathan thought that Clark and Chloe would be watching TV. That was usually how they ended up at night when Chloe visited.

Jonathan was only a little worried about leaving those two alone together. Neither of them had had one of their 'theories' in months, so they shouldn't be off doing something stupid. He still worried though. Those two were the most suspicious people he had ever known. If there was a conspiracy somewhere, they would find out about it; hence the going off and doing something stupid.

Martha looked up at Clark and Chloe in surprise when she saw that they were in the dining room just standing there. "What are you two doing?" she asked on a laugh, pressing a hand to her chest to show how surprised she was.

Jonathan followed her gaze and took in the situation in a second. Clark's shirt was a little crooked and his hair was messed up; Chloe was smoothing her clothes nervously and biting her lips. Jonathan was pretty certain that he and Martha had just interrupted something.

"Is there something that you two want to tell us?" he asked, sending Clark a look.

He had worried about leaving them alone together, but not because of _this_.

"Lex is going to get control of all the meteor rock in Smallville" Clark blurted out to his parents, in what Chloe thought was his attempt to take his father's focus off of the state of their clothes. And from the look on Jonathan's face, it worked.

"What?" Jonathan asked incredulously, stepping forward. Chloe could see his expression mirrored on Martha's face. Clark had been a little blunter then Chloe would have been, but there was nothing that she could do about that now; nothing but damage control.

"Lex came by earlier" she started, moving to take a seat and motioning for everyone to do the same. When they had, she continued. "_Apparently_, the meteor rock is what poisoned Lana" she inserted just enough scepticism in her words to let them know what she thought about that.

Jonathan rubbed at his eyes and spoke to Chloe with frustration clear in his voice. "But _you_ don't think so" It wasn't a question, but Chloe answered it anyway.

"It's too convenient for me _not_ to suspect it. It's announced, and Lex is ready to jump in and take the '_poison_' off of the government's hands? With his own security to watch over it?" Chloe shook her head with a rueful smile on her face. "A Luther's generosity is always tempered with their own motives; especially when it is this big"

Clark nodded his agreement to what she had just said, and Chloe smiled over at him. That proved to be a mistake.

"Don't think that were not going to talk about you guys too" Jonathan said when he noticed the look Chloe sent to Clark. Martha gave her husband a questioning look. "Clark and Chloe's friendship has taken a different path" he explained to her. "The kind that makes it unacceptable for Clark to spend the night with her alone"

Martha's eyebrows rose and she looked at them. Clark gave them away by blushing.

"Oh" Martha said with a hint of a smile on her lips. Chloe cleared her throat uncomfortably and changed the subject. "We have been contacting government officials all night, trying to see if there is a crack in Lex's plan. So far there isn't"

"We don't know what to do next" Clark said, taking up where Chloe left off. He seemed grateful for the change of subject too.

"Talk to Lionel" Martha said quietly. They all turned to look at her. Chloe couldn't help but notice that Jonathan didn't seem happy to hear his wife's suggestion. He would be even less happy that Chloe was going to agree with her.

"Martha is right" Chloe said, making Clark want to swear. He had been hoping that Lionel wouldn't have to be brought into this. Ever since he had known that Jor-El possessed the older man's body, he had avoided him. Clark wasn't really sure how any of it worked and didn't want to make any mistakes.

Lionel Luther wasn't someone that he wanted to trust his secret to; possessed or not.


	12. Chapter 12

CHAPTER 12

_The next morning…._

"I don't think that this is a good idea" Jonathan said quietly as they watched Lionel's Limo pulled up their driveway.

Clark glanced over at his father and silently agreed. He had been agreeing out loud with his father for hours, but the women had ignored them. It was the price that you paid for loving a strong woman.

They had phoned the elder Luther the night before, right after Martha had brought it up. They had no time to spare for arguments; or at least that was what Chloe had said as Martha had dialed. Lionel had agreed to meet them early the next morning.

Clark was a little suspicious that he had agreed too quickly. It had only taken his mother ten minutes to make it happen. Either Lionel still had a thing for his mom, or he knew something already. Neither of those options sounded good to Clark.

"Ahhh, the Kent family, my favorite people" Lionel said warmly as he stepped out of the limo. He spotted Chloe quickly and smiled at her. "And Miss Sullivan as well; it's my lucky day"

Clark had to stop himself from snorting. Lionel Luther was even more slippery then Lex. It was hard to trust someone that tried to kill your girlfriend one year, and then smiled at her the next.

"Mr. Luther" Jonathan said with a nod.

"Oh, please call me Lionel" he said with a mock frown. "That's what I plan on calling you, Jonathan" he joked lightly.

Martha moved forward and shook Lionel's hand, to dispel the tension Clark thought. Lionel took her hand with both of his and looked into her eyes fondly. "It's good to see you again Martha" he said softly.

"It's good to see you too Lionel" she answered absently, taking her hands back and motioning for him to follow her into the house. "Please come in"

Lionel went in after Martha, the others following behind. He shared a small smile with Clark before he walked through the door. Clark couldn't help but think that Lionel's smile had some hidden meaning behind it; but what exactly, he couldn't say.

Chloe took a deep breath as she sat next to Clark in the dining room. Everyone was making themselves comfortable before they started talking. Chloe wasn't really sure who was going to start.

"I can guess what this is about" Lionel said with a rueful smile. Everyone looked at him in surprise except Chloe. She knew what kind of strategist Lionel Luther was. He wouldn't just sit there, surrounded and defenseless. But she was going to try anyway.

"Really?" Chloe asked seriously. "Maybe we should tell you are side anyway"

Lionel's eyebrows rose as he looked at her. "_Your_ side?" he asked, an amused smile creeping onto his face. "I wasn't aware that _you_ shared a side with the Kents"

Chloe blushed a little at the smile. It was a jab at how obviously in love with Clark she had always been. Lionel knew, like everyone else, that she had always wanted to be with Clark. It had embarrassed her that everyone had known.

"Chloe shares everything with me" Clark said brusquely. Lionel's eyes moved to Clark's and his smile widened.

"I see" he said softly. He looked back at Chloe and pursed his lips in thought. Chloe couldn't help but feel like he was measuring her worthiness; as if he wanted to know if she was good enough for Clark. She wondered what conclusion he would come to.

"That means I can speak freely" Lionel wanted to make clear. Chloe's eyes narrowed. What did he know that he would think was a secret from her?

She saw Clark nod from the corner of her eye and smiled. No matter what anyone else thought, she and Clark had no secrets.

"I was wondering how long it would take you to ask me about Jor-El" Lionel said on a sigh as he settled back into his seat.

From the look on Jonathan and Martha's faces, it would seem like there were a few secrets that Clark hadn't told _them_.

_Luthercorp high-rise in Metropolis…_

"Mr. Luther?" a male voice asked hesitantly from the doorway.

Lex was sitting at his desk in Metropolis, looking over the papers for the compound in Arizona. It was moving along quickly, halfway complete already. It would just need another two months and it would be ready.

Lex was smiling as he looked across the room to where his assistant was waiting for an answer. His plan going perfectly so far, and nothing was going to change that; nothing.

"What is it Carleton" Lex asked.

"It's Mr. Stevens on line one sir. You had the com turned off so I…" the young man said nervously, wanting to explain the intrusion.

Lex interrupted his words with a waved hand, turning to his phone without another thought to Carleton. He had wanted silence to look over his papers, but he would have to take this call.

He picked up the phone and pressed the right connection, greeting Stevens coldly. "What is it?"

"Mr. Luther!" Lex rolled his eyes at the surprise in the other man's voice. The idiot almost sounded like he had expected someone else. "I…uh…wanted to phone you to tell you personally that everything is going well" the weak voice stuttered.

Lex's lip curled in disgust at Stevens' apparent fear. It was one thing to be afraid; it was another to let other people know about it. Lex had no respect for someone who did the latter.

"Is that all?" he asked impatiently, tapping a finger on his desk. He had thought that it would be important, but this call was going to be a waste of time; something he didn't have to spare.

"Um…actually sir, there _is_ something else"

Lex pinched the bridge of his noise in annoyance. If he hadn't already had something on Stevens, he would have chosen someone else to do the job; anyone else. "What" he bit out.

"Your father has called" Stevens blurted out.

Lex straightened in his seat and frowned. "My father?" he asked for clarification. What the hell was his father doing involved in this? It was only after he heard the other man gulp in some air, that Lex realized how deadly his voice had turned.

"Yes…he uh…wanted to see the evidence for our findings" the scared man answered.

"And what did you tell him?" Lex asked, his voice softer now, he knew that he wouldn't be able to get a straight answer out of the little coward unless he controlled his temper.

"That it wasn't open to the public and that he would have to wait until the government released it" Stevens said in a rush.

Lex took a deep breath in relief. That would buy him some time at least. In a few days it wouldn't matter who wanted to see the proof; they would get all the proof they needed. But a thought occurred to him. "And what if he contacts someone in the government?"

"They would have the same story sir. Things like this aren't just disclosed to the public like that" Stevens answered with relief in his voice. Lex thought that the prick should be relieved; if this hadn't worked out, he would have been dead in hours.


	13. Chapter 13

CHAPTER 13

"What…?" Jonathan stuttered, the look of confusion on his face knowing warring with the new look of panic. Clark felt guilt clench his stomach. If he had told his parents the whole story about what had happened that day in the fortress, then they wouldn't be blindsided now.

"I don't know what you're talking about" Martha said convincingly. Clark glanced at her briefly before meeting Lionel's gaze. The older man had a slightly surprised look in his eyes.

"No secrets from Miss Sullivan, but for your parents?" he asked Clark incredulously. "Hasn't it always been the other way around Kal-El?" Clark flinched from the truth of the words. He avoided his parent's eyes and kept looking at Lionel.

"What do you remember?" Clark asked him. Clark didn't plan on surrendering any information that he didn't have to. He wasn't going to talk about anything until Lionel did first.

"I remember busting out of a padded cell. I remember running to the hospital and taking you. I remember bringing you to the fortress of solitude, and I remember bringing you back to life" Lionel paused and took a breath, humour lighting his eyes. "And I remember doing all these things very…quickly" he finished on a laugh.

"Clark?" Jonathan asked for answers to a million questions with that one word. Clark ignored him. He had to concentrate on Lionel right now, or he might make a costly mistake.

"How do you know that it wasn't all some kind of delusional dream?" Clark asked calmly. Clark could practically feel his father's frustration at being ignored. But he also felt Chloe's hand take his under the table. It was an offering of support that Clark clung to.

Lionel chuckled lightly and smiled approvingly at Clark. "Very good Clark" he said with a nod. "I would expect that kind of cleverness from Miss Sullivan, but not from you. You are more one for impulsiveness and brute strength"

Clark flushed at the backhanded insult. It was made worse because it was completely true. He knew that he had made mistakes in the past because he had gone with his instincts instead of thinking something through. The one part that didn't embarrass him was what Lionel had said about Chloe; she was clever. The thought had a smile touching his mouth.

"You're right, Chloe is more clever than I am" Clark said, the smile staying on his face. "I guess that I have always been lucky to have smart people around to put a damper on my…impulsiveness" Clark glanced at his parents when he said this.

"Ah yes, your parents" Lionel said, noticing the look. "I wonder though, why you would keep my involvement a secret from them, when they have taken you into their home and raised you as their own. Doesn't that earn a little trust?" Lionel asked this with his eyebrows raised.

Chloe frowned at Lionel. It was obvious that the man was trying to deflect Clark's attention from what they had been talking about; Chloe wasn't about to let that happen.

"You didn't answer Clark's question Luther" she said, her voice hard. Lionel glared at her, his eyes frosting. "Why shouldn't we assume that they let you out of the Looney bin too early?" Chloe was deliberately insulting; if she could get Lionel to lose his temper then she would have the upper hand.

Lionel's mouth opened and Chloe almost expected a snarl to come out, with the look that was on his face. But he paused and took in a deep breath. "Very good Chloe" he said instead, using her first name absently. "But I won't make it that easy for you"

Chloe just smiled. Everyone else remained silent, looking at Lionel expectantly. He might have gotten away with avoiding the question before, but not now.

"I know exactly how to get to the fortress of solitude, and I know word for word what Jor-El said to Clark" Lionel said stonily. He looked directly at Chloe when he said that, as if he knew that it was only because of her that he had had to answer anything.

"Prove it" Chloe said back, her gaze unwavering.

-------------------

Half an hour later they were all still sitting there. Lionel had just finished his recount of what had happened and the Kents were obviously in shock. Chloe thought that she could understand what they were thinking. They had spent all of Clark's life hiding his secret, and now it was all coming apart.

"Do you believe me now?" Lionel asked them.

Clark was the one that answered. "Yes Lionel, we believe you"


	14. Chapter 14

CHAPTER 14

"Then we should get started shouldn't we?" Lionel said with a smile. Chloe looked at Clark for a second before nodding her head in agreement. If Clark was willing to trust Lionel enough to confirm Lionel's story, then there was no going back. There was nothing stopping them from asking for his help.

"Have you heard the news about Lana's death?" Chloe asked Lionel determinedly. She wanted to make sure that they didn't get too far off track. The reason why they had called Lionel in the first place still stood; Lex was making trouble.

Lionel's head turned to her quickly and his eyes narrowed. "If you think that I will help you hurt my son in any way, you are mistaken" he said forcefully, taking the time to look everyone in the eyes when he said it. Chloe knew that he did it to make sure that they all understood where his loyalties laid.

"Who said anything about hurting Lex?" Martha asked quizzically. "We just want to make sure that his motives are as pure as he says"

Lionel laughed cynically at Martha's words. "Lex's motives have never been pure. Especially not about this" he said starkly. He looked directly at Clark. "He thinks that you are responsible for Lana's death Clark, and he wants to punish you for it"

Clark's face was a mask; no emotions could be seen on it. Chloe knew that it was for Lionel's benefit and squeezed Clark's hand with sympathy. She knew that Clark still felt horrible about Lana's death; he couldn't get past the fact that it had been his fault, no matter what she said.

"I wonder what his reaction would be if he knew that he was right" Lionel continued wryly. Martha made a move to argue with Lionel, but Clark stopped her with a look.

"I'm surprised that you didn't tell him the truth" Clark said to Lionel without malice. It wasn't an accusation, just the truth.

Lionel looked at Clark, considering. "The paternal instinct doesn't just go away Kal-El" Lionel said softly. Chloe's eyes widened in realisation. "When Jor-El took over my body he left a lot of himself behind; even his fatherly…_emotions_" Lionel looked uncomfortable admitting the last fact to them.

"So you look at Clark like another son?" Jonathan asked suspiciously. Chloe knew what Jonathan thought of the Luthers and it didn't surprise her that he would question Lionel's apparent feelings.

Lionel nodded his head ruefully at the question. "And it isn't easy" he said with a smile. "My _sons_ don't seem to play very nicely together"

"I am _not_ your son!" Clark said harshly, bringing Lionel's attention back to him and holding it. "Not anymore than I am Jor-El's" he continued. "Jonathan Kent is my father"

Chloe's eyes teared up a little at the loyalty that Clark was showing the Kents. To her it seemed like a good idea to take advantage of Lionel's feelings, but she knew why Clark didn't want to do that. He didn't want to hurt Jonathan.

"I understand that Clark" Lionel said softly a warm look on his face. "And your loyalty is commendable. It's nice to have a son that I can be proud of"

Jonathan cut off whatever protest Clark would have made. "That is something that we are in complete agreement with Lionel" Jonathan said amicably. "I can understand why you would feel something for Clark as a father, and I don't blame you for it" he continued, surprising everyone.

"I wasn't expecting that from you Jonathan" Lionel said honestly.

Jonathan laughed. "If there is anything that I understand, it's pride in Clark. And I know more than anyone that you don't need to be blood to feel that way"

"True" Lionel said slowly. "But based on your reaction to Jor-El…"

"You aren't Jor-El Lionel" Jonathan interrupted him. "And I really don't think that you have any plans to try and take Clark away from me or to hurt him"

"No" Lionel confirmed with a shake of his head. "I don't want to do either of those things, even if Jor-El does" Lionel said the last part pointedly to Jonathan, as if warning the other man that he has to be careful. "The hard part is that I have no idea when he might take over me again. And I don't doubt that he would be willing to pretend to be me to get what he wants"

"What he wants?" Martha repeated in confusion.

"Clark" Lionel answered bluntly.


	15. Chapter 15

CHAPTER 15

"Clark?" Chloe said in surprise. "ButJor-El hasn't bothered Clark since…"

"Lana's death?" Lionel finished with an understanding smile. "I'm afraid that his absence doesn't mean that he is gone forever Chloe. He is just biding his time until the right moment comes"

"So we might have to distrust you anyway" Clark said with dawning understanding. He felt disappointment well up inside of him. He had thought that he would be able to count on Lionel to help him, but he can't now.

Lionel looked over at Clark with a deep sadness in his eyes. "Yes, Clark that is exactly what you have to do"

----------------

Lex walked from the office building with determination. He was headed back towards Smallville to supervise the announcement that would be made that afternoon.

Because of the toxic content that was everywhere in the town, Smallville would be quarantined. All of the people in the area would have to be checked out for meteor rocks on their person and in their body before they were released.

That was the only way that Lex could be sure that he would have all the meteor rocks himself. That and stop Clark from leaving. Lex knew that Clark would never give in to having the test. And it didn't matter that Clark would be able to break out whenever he wanted to. What mattered was that if Clark was seen outside of the city limits, questions would be asked.

A smile spread across Lex's face at the thought of Clark trapped.

-------------------

"So you're not going to help us?" Martha asked when she understood what Lionel was saying.

"No, I will help" Lionel disagreed with her. "Just from a distance. Nothing else is safe" Chloe smiled at Lionel, catching his eye and having his eyebrow raising in surprise. "A smile for me Chloe?" he asked incredulously.

Chloe's smile didn't falter. "I tend to smile at people I like, Lionel. I can't help it"

Clark laughed at the look on Lionel's face and stood up. "I don't think you could have said anything more surprising to him Chloe" he said with a chuckle.

The phone rang at that moment, drawing everyone's eyes. Martha went to answer it. Soon after that she began to frown. Clark didn't know what was going on but he had a hunch that it was bad and it had something to do with Lex.

When Martha finished on the phone she put a hand to her head and swore.

Everyone's eyes widened in shock at hearing a foul word coming out of Martha's mouth. No one had heard anything like that from her before; not even Jonathan.

"Martha?" Jonathan said with scared anticipation evident in his voice.

"There was an announcement made a few minutes ago by the mayor. Lex was there" Martha answered without looking up.

"What was it?" Lionel asked, standing too. That was when Martha looked up. She exchanged a worried look with Jonathan then looked past him to Lionel.

"Smallville is in quarantine" she said simply.

"What?" Chloe asked incredulously. "They can't do that"

"Yes they can" Lionel said wearily, rubbing both hands on his face. "I knew Lex was up to something, but this… Not even I could have foreseen this"

"What kind of quarantine?" Jonathan asked Martha.

"The kind where people can leave when they get cleared by the government's doctors" Martha answered him. "Cleared of all traces of Meteor rock and any contamination" she continued, her eyes moving to where Clark was standing.

"That would mean tests that I can't let them do on me" Clark said, his voice rising. "I'm trapped here!"

"You can get out at any time" Lionel reminded him, but Chloe shook her head.

"Not without people noticing he couldn't" Chloe said; worry now showing in her voice too. "He might as well tell everyone his secret if he is going to do that"

That was when it dawned on all of them, Lex didn't want to use the meteor rock to _kill _Clark, he was going to use it to expose Clark's secret.


	16. Chapter 16

CHAPTER 16

_THAT NIGHT…_

Clark stood on the porch and looked up at the stars. It seemed like he had been doing a lot of that recently; looking to Lana for guidance. Ever since he had admitted to himself how he felt towards Chloe, he had felt the urge to talk to Lana. It was as if he wanted to make sure that it was all right for him to move on with his life.

If it was alright to love someone more then he had loved her.

That thought had Clark frowning to himself. Love couldn't be measured that easily. It was impossible to tell who he loved more, and he was glad of it. How he felt about Chloe was different then what he had felt about Lana.

It was missing the dreaminess and fairytale aspects of what it had been with Lana. But it had the trust and understanding that any adult relationship needed to survive. Clark had grown in the last months, and while he would remember Lana always in a tender way, it was time to take the last step.

"Goodbye Lana" he whispered into the night air, his eyes closed.

--------------

Chloe looked out the window to where Clark was standing on the porch. She knew instinctively not to join him out there. When he looked up at the stars like this he was talking to Lana.

Chloe turned away from the sight and dashed tears from her cheeks. Martha and Jonathan were talking softly in the kitchen, their hands clasped together. Chloe smiled at how obvious their love was and thought of Clark again. She couldn't help but wonder if they would ever get married.

"First things first" she muttered to herself as she moved determinedly over to her computer on the dining room table. Before going to the window she had been trying to hack into the governments files on the meteor shower. It wasn't easy. She had to avoid their traps and tracers while trying to get into confidential files. If they caught her it would be difficult to break their hold on her computer before they learned who she was.

Chloe took a deep breath and went back to work, her fingers flying on the keyboard.

Martha looked up when she heard Chloe start up on her computer again. The younger woman had been at it for hours now and Martha was starting to get worried. If she kept trying she would only exhaust herself.

Jonathan followed her look and glanced back at Martha with understanding. He was worried about her too.

After Chloe had learned about Clark's secret she had become a part of the family. Even before Lana's death Clark had trusted her in a way that couldn't help but affect his parents. They both appreciated how she had been there for their son. Then they moved past that and started to love her for the person she was.

"You should take a break Chloe" Jonathan spoke up, getting Chloe's fingers to pause and her to blink over at him.

"I just did" she answered back, her fingers resuming their fast pace. She didn't look away from the screen again, even when his heavy sigh made its way over to her ears. But a smile flickered across her face at the sound. Martha thought that it was because she had just been reminded that they cared about her.

------------------

That was when Clark walked in, his eyes taking in where everyone was. His gaze lingered over Chloe, but she didn't look at him. He knew that she was aware of who he had been talking to out there. What he didn't know was how she felt about it. Lana was the only thing that they hadn't discussed after they got together and he wanted to make sure that she understood everything.

"Can you guys come over here?" Clark asked them as he sat next to Chloe at the table. She looked up at him then, her eyes filled with curiosity. When his parents came into the room and sat across from them he continued. "I've decided something important and I wanted to talk to you about it"

"What is it Clark?" Martha asked.

"I have decided to give Lex what he wants. I am going to tell the world my secret"

"What?" Jonathan sputtered. Martha clasped a hand to her chest and looked to the heavens for guidance. Chloe just looked at him.

"If that's what you think is the right thing to do Clark, then I am behind you a hundred percent" she said softly, her eyes never wavering.

Clark smiled with relief and leaned down to kiss her gently. If he had Chloe with him on this then everything would be alright. He would make sure that it was alright.

"Chloe, you can't mean that" Martha said to her when they had finished their kiss. "You know what would happen to him if anyone found out"

"People _have_ found out" Chloe responded levelly. "And for the few people who would react negatively, they would change their minds when they find out how great Clark is"

Jonathan laughed ruefully. "That is a nice thought Chloe, but you and I know that that isn't the case. They'll treat him like some kind of freak and do weird experiments on him"

"If I let them" Clark inserted. "And I don't plan on letting _that_ happen"

"You can't fight the whole world Clark" Martha said impatiently.

"Yes I can mom, if I have to" Clark said in determination. "But more then anything, revealing my secret would allow me to help people like I want to"

"What are you talking about?" she said back to him in exasperation. "Help people?"

"Yes, help people; like I always have, but without having to hide or hesitate" Clark said with passion stirring in his voice.

Chloe looked up at him with admiration. "He would be superman" she said in a whisper. It was loud enough for Clark to hear her though. He grinned at her, and then laughed.

"Superman?" he chortled, looking at her as if she were crazy. "I don't plan on getting them to call me _that_"


	17. Chapter 17

CHAPTER 17

"That's all very nice, but it doesn't really solve any of our problems" Jonathan interjected impatiently. "You'll be doing just what Lex wants; exposing your secret. And that is all that he will need to convince the government that using the meteor rock is the only way to stop you"

Clark started to shake his head and opened his mouth to speak.

"No Clark" Jonathan interrupted him. "The people _won't_ just accept you. Not after what those other Kryptonians almost did"

"But Clark stopped them" Chloe protested loudly, not liking what Clark's father was saying.

"We know that, but _they_ don't" Jonathan explained with an understanding look in Chloe's direction. "I know that you have always hated having this secret Clark, but there's a reason for it, and that reason has gotten bigger, not smaller"

"So what should I do?" Clark asked in frustration. Chloe winced at the beginnings of helplessness that she heard in his voice. Clark had thought that he had figured out a way to make things work, and now he was finding out differently. She knew how that felt, but she was also beginning to understand Jonathan's point too.

For a few minutes there she had let herself be swept away by Clark's idea, but reality was now setting in. Even if Clark went forward with his secret _and_ found a way to make it work, Lex wasn't going to just let it go. He would still have the meteor rocks after all.

"I think that your dad is right Clark" she said softly.

Clark looked down at her with a mixture of surprise and hurt. He had wanted her with him on this, and it was hard for her to turn her back on that. But his safety had to come first.

Before anyone could say anything else, her computer beeped and the screen flashed once. Chloe's eyes were drawn to the new message that had popped up. It was telling her that she had been cleared for access to the government's main computer system.

Her blood started pumping quickly as she settled back before her computer and once again began to type at a rapid pace. The other three came to stand behind her, wanting to know what had happened that had distracted her from such an important conversation.

"Chloe, what…?" Clark said questioningly, putting a hand on her shoulder softly as he leaned in to get a better view of what she was doing.

"I got in" she answered brightly. "I can access almost any branch of the government's files from this area; as long as it isn't too high in security" The images on screen were flashing on, and then off as fast as Chloe's fingers were moving. Jonathan took a step back and moved back to his seat. Martha stayed, but stopped watching so closely. She at least knew what computers were all about. Clark was the only one who was fast enough to keep up with Chloe. His eyes took in every detail on the dialogue boxes that popped up and dismissed them as quickly as Chloe did.

"What will you do when you find what you're looking for?" Jonathan asked uncertainly. It was obvious that he didn't want to distract her, but still wanted to know the answer. Chloe decided that she could appease him and still work as fast as she was.

"We'll have a lot more information then we do now, that's for sure. Hopefully something will point towards Lex being manipulative and we can catch him in it. If not then I can always try to change some of the stuff that I find"

"You can do that?" he asked incredulously.

Chloe laughed briefly. "I have had a lot of practice breaking into computers Mr. Kent. And I can certainly try to do anything I want to"

Jonathan had a strange look on his face after her answer. "I'm not sure that I like the sound of that" he said ruefully. Everyone laughed, even Jonathan.

"Has it started yet?" Lex asked Carleton, his assistant, as the man stepped into Lex's makeshift office. Lex couldn't go back to the house, but he still wanted to stay close to the action, so he had rented a house near the perimeter. It wasn't very large, but it would be fine for the week or so that he planned to stay. By then, all the people in Smallville would be evacuated. All except Clark Kent of course; he would find leaving to be rather difficult.

"There has already been 15 people through the check up" the dark haired man in a grey tailored suit answered. "There is another 30 that are now waiting for their results. The doctors expect them all to be cleared"

Lex nodded his head with a smile. The quicker that this evacuation started, the quicker it would end. 45 people, all had packed up their life and gotten out, and had done so in a matter of hours. The number of people that would be ready tomorrow would be staggering.

"One of those thirty is your father" Carleton continued in his monotone.

Lex looked up quickly at his words, frowning. The control that Carleton was showing as he said this was pleasing. The man had been with Lex for more then a month now, and Lex would have gotten rid of him soon if he hadn't gotten over his fear of Lex quickly. Apparently he had, because this wasn't good news and he wasn't shaking as he said it. But while that was a good thing, it hardly made up for the fact that his father was in Smallville.

What the hell was the old man up to?

The area that had been cordoned off for the medical inspections was covered with tents. There must be more then 70 tents that covered the huge section of land that made up the only way out of the quarantined town. Each tent had two stations at it, prepped and ready to make sure that anyone who got out was clean of contamination. The white flaps that provided privacy and easy access slapped against each other in the breeze.

As Lex walked through it he couldn't help but feel alone in the world. The people waiting for their test results were in another section now, having their belongings checked out too. All the stations were empty, but he could imagine how it would be in only a few hours, bustling with people who were in a rush to escape the poison that they had lived with for years.

A harsh laugh escaped his throat as he shook the picture for his mind. It was ironic that the meteor rocks had been mutating people since it had crashed here, but it was only when a girl died from something completely different that anyone noticed.

"Lex?" his father's voice called from behind him. Lex turned and looked to where his father was standing with a briefcase in his hand. "You were looking for me?"

Lex smiled humourlessly. Here they were, standing just outside of a quarantined cesspool, and his father was still pretending that everything was normal. Typical.

"Yes I was" Lex said, the smile still on his face. "I was curious to see if you would escape the exam unscathed. You of all people were someone I expected to see have a great deal of contamination"

"Me?" Lionel asked with a chuckle. "Why would you say that?"

"I wonder" Lex said softly, the smile sliding away slowly. "Why had you even been in Smallville?" he asked briskly, changing the subject.

"To see the Kents" Lionel answered without blinking an eye.

Lex's eyebrows rose at the bluntness of his father's words. He hadn't expected the truth to come out so quickly. It wasn't like his father.

"Why would you go see them?" Lex asked confusedly. "Chloe Sullivan is there, and as far as I know, you aren't her favourite person"

Lionel laughed at that. "No of course not, Clark is her favourite person and probably always will be. But I did have an interesting conversation with her. She has become quite a woman"

"Chloe Sullivan was never anything but" Lex said with a frown. "Why would she talk to someone who tried to kill her?" The question was no longer asked with the false aloofness that Lex had been showing before; now it was coated with suspicion.

"Because she thinks that I can help her keep her boyfriend safe" Lionel answered. "Apparently you didn't quite manage to keep your feeling about Clark a secret when you visited. They are worried that you will become unstable again and do something drastic"

"Unstable?" Lex spit the word out furiously. He was enraged at the thought that Clark and Chloe had thought him crazy after his visit. He wasn't _crazy_, he was angry; there was a huge difference between the two. After what had happened to Lex after the plane crash, it was too much now to be called unstable again. He would never let people think that about him again. Never.

"I'll show them unstable" The last words were muttered underneath his breath as he turned and stalked away from his father.

The plan would work, but it would be slow and time-consuming. And it would take away the satisfaction of killing Clark face to face. When Clark was taken down by Meteor rock, it would be from Lex's hand.

Lex took out his cell and punched in a number as he walked. "Carleton? Get the car ready, I have to go into Smallville for a few hours. I know that, just make sure things are ready for me when I get back. I don't want to wait in line with the other evacuees" Lex hung up the phone and slipped it back into his pocket.

As his hand came out of the pocket he also removed a small chain. It was identical to the one that Lana used to wear all the time. He had made it especially to remember Lana by. It would be poetic justice for Clark to die from it.

Lionel watched as his son walked away quickly. When Lex was out of sight, Lionel took out his own phone and dialled quickly. "Jonathan? It's Lionel. Lex is on his way, and he is going to try and kill Clark. You should make sure that you're ready for him" Lionel hung up without waiting for an answer.

All Lionel knew was that one of his sons would die tonight. As guilt pressed in on him he prayed for the first time since he was very young.

He prayed that Clark would live.


	18. Chapter 18

CHAPTER 18

"What is it dad?" Clark asked when his father just stood there looking at the phone. When it had rang Jonathan had been closest, so had answered. He had only said a terse yes then had hung up a few seconds after. It had been a minute since then and he still hadn't moved.

"It was Lionel" Jonathan said dazedly, glancing away from the phone to Martha. "He said that Lex was on his way over to kill you"

Chloe gasped and pushed back form the computer. "He said that?" she asked in amazement. She had been so engrossed in what she had been doing on the computer that it was hard for her mind to focus on anything else right now, especially not that.

"He said that we should make sure that we're ready for him" Jonathan continued.

No one moved for a minute as it sunk in. Then Chloe jumped up and grabbed Clark's arm. "You have to get out of here Clark, it isn't safe" she said frantically as she pulled him towards the door. "You should go to the fortress and stay there until it is safe" Clark didn't move more then an inch before he stopped them.

"Chloe's right" Martha spoke up and rushed to the kitchen. She began to pull things from cabinets and the fridge. "I know that you don't have to eat, but I'll pack you a sandwich anyway" she explained. Her voice was falsely calm and Jonathan knew that she could crack at any time.

He can't hide forever" Jonathan said softly from where he remained near the phone. He couldn't move his legs he was so panicked. But panicking wasn't going to help his son get through this; sound judgement was. "Sooner or later he is going to have to face Lex. And maybe it would be better to do it now before everyone knows Clark's secret. We can try to clean up Lex's mess afterwards"

Clark smiled at his father tightly and pulled Chloe in for a hug to stop her from tugging at his arm. "My dad is right Chloe, you know that" he said softly as she struggled in his hold. At his quiet words she settled down a little bit. Her fingers dug into his arms for a second before he could feel her give in.

She pulled back from his arms and took a deep breath. "If I keep working at the computer I can maybe put a few changes to make Lex's evidence look less solid. After…this is all finished with, it won't be too long before they start checking things again anyway." She said it with determination and a set of her jaw that let Clark know that she was serious.

"But you could die" Martha cried out, dropping a loaf of bread on the table. She looked at all of them as if they had lost their minds. "Doesn't anyone else care that he could die?" she asked as her voice got shriller.

Jonathan finally was able to move and went to take her into his arms, like Clark had done with Chloe. And like with Chloe, it worked. Martha grew calmer and started thinking. Clark could almost see the thoughts zooming through her brain.

"OK" she said weakly. Jonathan tightened his hold on her shoulders for an instant before releasing her. He wished that he could hold her until he was sure that she was all right, but he didn't have the luxury.

They had things to do.

----------------

Lex drove up slowly to the Kent farm. He knew that he wouldn't have the element of surprise, not with Clark's hearing, but he didn't want to seem too aggressive. It would be best if they thought this was just him making sure that they were ok. That would be surprise enough for him to get out his gun _and_ his secret weapon.

"Lex" Clark yelled out to him from the porch as Lex was about to get out of his car. Lex hesitated for only a beat before continuing to get out of the low slung convertible fluidly. It seemed like the job would be even easier then Lex had expected. He wouldn't have to go to the trouble of getting Clark alone now.

"Clark" Lex said back, trying to make his voice sound normal. In reality, his heart was beating quickly with excitement. He had killed men before, and it had been exhilarating. And now he would be killing the strongest being on this planet in revenge for the love of his life. This was going to be the biggest rush of his life and he planned to enjoy it.

"I think that you should stop there Lex" Clark said in a serious tone. Lex blinked and stopped. What was Clark going on about? Maybe he was worried about Lex getting infected too. Hah, it would be just like the idiot to be worried about the health of the man that was about to kill him.

"Don't worry Clark" Lex said with a smile as he continued walking. "I doubt that I will get contaminated if I get too close"

"Stop!" This time the word was a command. Lex found himself automatically following the order. The strength in his voice was hard to resist but Lex was infuriated with himself for giving in. This was just another reason why Lex had to kill Clark; he didn't want someone that was stronger then him to exist in the whole planet.

"What's the problem Kent?" Lex asked in a harsh tone. He had lost all pretence now and just wanted to get this started.

"Leave now before it's too late. I'm not going to let you hurt me or my family Luther" Clark retorted, using Lex's last name in response to Lex's words. Lex knew that whatever remnants of friendship that Clark had been clinging to had just been shucked.

And at those words Lex took the necklace from his pocket and held it out, watching as Clark convulsed from the pain of it. "And how are you going to stop me?" he asked with an evil grin. He started to walk closer and his eyes took in every aspect of Clark's agony.

The other man was now on his knees clutching at his chest and gasping for air. It was exactly what Lex had wanted; Clark on his knees. He lifted the necklace and was about to put it over Clark's head when a shot was fired.

Lex's fingers fumbled with surprise and he dropped the necklace. It thudded as it hit the floor. Clark dragged himself on the porch to get away from where the necklace was lying and Lex laughed at the sight. There was the great Clark Kent, crawling on the floor.

But his laugh was interrupted as he started to cough. There was something in his throat, his lungs even. It was choking him! He spat some if it out on the porch and his eyes widened as he looked to where his spit had landed.

It was blood.

-------------------

Clark was still in pain, but he was far enough away from the meteor rock to have some focus back. He looked to where Lex was standing and just kept stared.

Lex's head came up slowly, a dazed look in his eyes. His hand moved to his chest and touched where the bullet had hit him. He brought the hand back up and he eyed the blood on his fingers as he began to understand.

Clark had the awful feeling that Lex knew that he was dying. It was there in his eyes as he turned them back to Clark. Lex's mouth worked opened to talk, but it was only a whisper. Clark, as weak as he was, could barely hear him.

"You…win"

Then Lex fell back against the porch railing, slipping down until he was sitting against the post. He kept looking at Clark, but he stopped being alive.

"…and then my dad saw the gun that Lex had, and ran to get the shotgun that we keep in the barn. We've never had to use it before now…" Clark trailed off in his story to the sheriff. His eyes watered as he remembered seeing Lex's blank eyes staring at him.

"What happened next?" the Sheriff asked gently.

Clark's eyes cleared and he looked back at her. He coughed once and continued. "Lex didn't notice and he kept waving his gun at me and Chloe" Clark's face took on a confused look. "He kept saying that we had killed Lana. Why would he think that?" he asked her, his voice breaking up.

Chloe listened from next to him and was amazed at how well Clark lied. She knew that it was necessary, and had even given the same statement before him. It was the only way to make sure that his father didn't go to jail, and to make sure that his secret was kept.

Everyone would think that Lex had gone nuts after Lana had died, and that he had tried to kill Clark and her because of it. His death would be tragic, but Jonathan wouldn't be arrested. Chloe had already slightly altered the files on Lex to show some instability in his plans for the meteor rocks. It hadn't been too hard, considering that they were falsified in the first place.

She had made Lex's counterfeit medical examination on Lana's body less perfect and she was sure that the officials, tipped off from his death, would check up on it. The government would soon back off of the meteor rock quarantine, and leave Clark to live in peace.

At least that was what she hoped would happen; she couldn't be sure.

"What is going on here?" Lionel's voice came from the kitchen. "Where are the Kents?" Chloe's head turned in that direction and her heart clenched in sympathy. No matter what Lex had been, he was still Lionel's son, and Lionel would be hurting.

The sheriff had contacted him to let him know that his son was dead soon after she had arrived. After the call she had seemed confused about something. Lionel had already been on his way over to the farm. It had been obvious that she had questions about _why_ he had already been on his way, and Chloe knew that she would ask those questions now.

The Sheriff got top her feet but motioned them to remain sitting. Chloe exchanged a look with Clark. Lionel was the only wild card in this situation. He had tipped them off, but he might change his mind about what side he was on when he saw that his son was dead.

"Mr Luther" the sheriff got Lionel's attention, drawing him out into the living room.

Lionel's eyes settled on Clark and Chloe on the couch and then they flitted to where the Kents were standing near the window. "Oh thank god" he said and put a hand over his eyes in apparent relief. "I was so scared"

The sheriff's eyebrows rose at those words and she looked at Lionel more closely. "Excuse me?" she said.

Lionel dropped the hand from his eyes and looked at the sheriff with defeated eyes. "I…I saw Lex earlier tonight and he said something about making Clark pay. I was…I was afraid that he would do something terrible" Lionel explained haltingly.

"Do you know why he would say something like that?" she asked him. Taking out a pad and pen, she started to take notes as he spoke. But she made sure to keep making eye contact once and a while.

"It was because he blamed Clark for Lana Lang's death" Lionel answered bluntly, rubbing his face with his hands. The sheriff started to write faster. "He had been jealous of their relationship, and when she died…he just snapped. He had obsessed about revenge for months before _this_"

"In what way?" she asked with curiosity.

Lionel met her eyes. "He fabricated evidence concerning Lana's death, and convinced officials that Smallville should be quarantined. That was all in his effort to make Clark miserable. First he would lose his home, then his family" Lionel paused to glance at the Kents. "Then he would kill both Chloe and Clark"

"Do you know why he abandoned his plans?" she asked with narrowed eyes.

Lionel sighed and looked at her guiltily. "It was because he had found out that I had visited the Kents earlier today"

Her eyes widened at his answer. "And what was the purpose of that visit?" she asked him suspiciously.

"We were all worried about him" Chloe mumbles softly, getting a glance from the sheriff.

Lionel smiled gently at Chloe, agreeing with her with a nod when the sheriff looked at him inquiringly. "She's right. A while back, Lex went through a mental breakdown, and because of his strange behaviour recently, the Kents grew worried. We discussed it today" He sighed again and looked down. "I'm ashamed to say that I denied everything, and left them here thinking that my son was completely sane" Lionel took a deep breath. "But he wasn't".

"Why didn't you warn them after your conversation with Lex?" the sheriff asked.

"I didn't think that Lex was going to do anything; not until I was told that he had gone back into Smallville. His assistant was worried about contamination." Lionel answered. Chloe felt a burst of relief. Lionel had pointedly mentioned Lex's assistant to let them know that he had handled that end of their story. The assistant would support everything that Lionel was saying now.

"I tried to phone the police, but the line was busy" Lionel continued with accusation in his voice. "My son might be alive now if I could have gotten through"

The sheriff looked sheepish at his words. "A lot of people have been phoning to ask about the quarantine Mr Luther" she explained. "We have been drowned by complaints all day"

Lionel nodded once to let her know that he understood. Chloe knew that the sheriff wasn't afraid of Lionel Luther. But maybe she was afraid of being blamed for Lex's death. That would certainly put a damper on her career.

"Is that all your questions?" Lionel asked impatiently. Chloe blinked. Where Lionel had been a vulnerable grieving father, he was once more a Luther; cold and ruthless. "I want to make arrangements for my son's funeral and I'd like to see him"

"Of course" she answered him before turning back to Clark. "We'll get back to those questions tomorrow"

"You're not bothering the Kents about this are you?" Lionel asked with disbelief in his voice. "They are the victims here. And I will not allow you to put them through any more then they have been already"

"I'm surprised that you would look at it that way" the sheriff said in surprise.

"You mean because they killed my son?" Lionel said with an arched eyebrow. He continued when she nodded. "My son was unstable and dangerous Sheriff. The only person I blame is myself, for letting this go as far as it did" He looked over at Jonathan. "If you need a lawyer just call me and I will get you the best"

Everyone left after that, first in a slow trickle, then quickly. The Kents packed quickly and Chloe made sure her bag was in her car, ready to go. None of them wanted to stay in the house right now. Not that they would be allowed to. The case was still open and though the sheriff let them know that it would be closed soon, they still couldn't stay there.

They would all be staying at the Talon that night. Martha managed the coffee shop, so she had the keys. All of the furniture that had been there when Lana had been alive had been moved out by Lex a long time ago. The upstairs apartment was more a large office now. There was still a bed in the bedroom though, so Martha and Jonathan would have somewhere to sleep. Clark and Chloe would settle down on a few of the stuffed couches downstairs.

Martha wasn't planning on opening the talon the next day anyway. Not with Lex's death and the quarantine. It would be comfortable enough for them there.

-----------------

When everyone was settled in for the night, Clark finally started to relax. He was completely restored from the meteor rock earlier that night, so he could hear anything before it got to them. His family wasn't in danger anymore.

At that thought he looked over to where Chloe was sleeping, on a couch close to his own. By her even breathing he could tell that she was asleep, and he listened to the sound with a smile on his face.

He could spend the rest of his life listening to her breath and it would never get old.


	19. Chapter 19

AUTHOR'S NOTE: This is the last chapter folks!

CHAPTER 19

_ONE YEAR LATER_

Chloe looked in the mirror and fussed a little bit more with her hair. It was long enough to fall past her shoulders now and that made it harder to manage. The hairstyle that she had chosen for tonight was a complicated chignon that accented the bare shoulders of her dress. And small jade drop earrings flashed their color through the blond wisps that she had left loose. The look that she had been going for is classy, but soft.

When the hair seemed right she took a few steps back to allow her dress to be included in her reflection. The dress had a corset like torso that showed of her shape nicely while keeping the dress up without any help from straps. The skirt of the dress came to her knees, with a slit that followed the line of her thigh half way up. She had wanted it to be short so that it didn't make _her_ look short.

The dress was the same jade colour as her earrings and it made her skin glow.

She shaded her eyes with a charcoal liner. It made her brown eyes seem bigger and deeper then before. But she left only a small amount of gloss on her lips. If the night went as planned then wearing lip stick would be a mistake. Nobody likes smudged lips.

"Chloe?" Clark called out from the front door. Chloe's heart rate sped up in anticipation and a bright smile crossed her face.

He must have used his key to get in. Chloe was glad that he hadn't tried to play the gentleman by knocking, because she wasn't quite ready to run out and answer the door.

"One minute Clark" she called out to him as she reached for her perfume bottle.

Clark heard her voice coming from the bathroom and smiled. Chloe was usually very punctual, and her not being ready now…it told him a lot.

She was nervous and excited; and she wanted to make everything perfect.

Clark chuckled to himself. When he had asked her on this date he hadn't told her what he had planned. But she had figured it out all on her own.

He moved his hand to his pocket and took a hold of the small velvet box that was inside. Taking it out and opening it Clark was once again filled with a feeling of rightness. The large diamond ring inside was sparkling in the light of Chloe's living room. The gold band that it was on, gleamed too.

Clark grinned as he remembered the look on the jewellers face when he had showed up with a huge diamond, asking for it to be cut and set. He had been experimenting with coal for weeks before he got the pressure right and was able to come up with something nice.

"I'm ready to go" Chloe said as she started walking out of the bathroom. Clark moved quickly to put the ring back into his pocket and look nonchalant when she came out.

When he looked up at her his breath stopped in his throat.

"You're gorgeous" he rasped out, then coughed self-consciously to clear his throat. Chloe laughed and did a little spin to show off.

When she moved the slit on the skirt opened and Clark's mouth went dry at the sight of so much leg. They were creamy white and they made him want to cancel his reservations and stay in. And then there was her arms and shoulders; completely bare and just as appealing, if not more.

"We could always stay in" Clark said weakly as his eyes followed her movements.

Chloe laughed again, this time moving over to where Clark was standing and giving him a light kiss. She made sure to move back before it got too serious and smiled up at him. "I didn't buy this dress to stay home in" she whispered at him playfully.

Clark sighed with real regret and took a step back. "Then you had better put your jacket on"

Chloe was still laughing when they got into his truck.

-------------------

Martha and Jonathan were both reading in bed when the phone rang.

"Hello?" Martha said into the receiver as she put her book down. Jonathan looked over curiously. Who would be phoning at this time of night? Then Martha's face took on so much happiness that Jonathan knew.

Clark had asked Chloe to marry him tonight; and she had said yes.


End file.
